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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

OR

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

333-126751

(Commission File Number)

 

LAZARD GROUP LLC

(Exact name of registrant as specified in its charter)

 

 

Delaware

51-0278097

(State or Other Jurisdiction of Incorporation

(I.R.S. Employer Identification No.)

or Organization)

 

30 Rockefeller Plaza

New York, NY 10112

(Address of principal executive offices)

Registrant’s telephone number: (212) 632-6000

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

 

 

Emerging growth company

☐

If the Registrant is an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No   ☒

As of April 19, 2019, in addition to profit participation interests, there were two managing member interests outstanding.

 

 

 

 

 

 

 

TABLE OF CONTENTS

When we use the terms “Lazard Group”, “Lazard”, “we”, “us”, “our” and “the Company”, we mean Lazard Group LLC, a Delaware limited liability company, that is the current holding company for the subsidiaries that conduct our businesses. Lazard Ltd is a Bermuda exempt company whose shares of Class A common stock (the “Class A common stock”) are publicly traded on the New York Stock Exchange under the symbol “LAZ”. Lazard Ltd’s subsidiaries include Lazard Group and their respective subsidiaries. Lazard Ltd’s primary operating asset is its indirect ownership as of March 31, 2019 of all of the common membership interests in Lazard Group. Lazard Ltd controls Lazard Group through two of its indirect wholly-owned subsidiaries that are co-managing members of Lazard Group.

Lazard Group has granted profit participation interests in Lazard Group to certain of its managing directors. The profit participation interests are discretionary profits interests that are intended to enable Lazard Group to compensate its managing directors in a manner consistent with historical practices.  Lazard Group has also granted profits interest participation rights to certain of its managing directors. See Note 14 of Notes to Condensed Consolidated Financial Statements.

 

 

 

Page

Part I. Financial Information

 

 

 

 

 

Item 1. Financial Statements (Unaudited)

 

1

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

37

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

62

 

 

 

Item 4. Controls and Procedures

 

62

 

 

 

Part II. Other Information

 

 

 

 

 

Item 1. Legal Proceedings

 

63

 

 

 

Item 1A. Risk Factors

 

63

 

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

63

 

 

 

Item 3. Defaults Upon Senior Securities

 

63

 

 

 

Item 4. Mine Safety Disclosures

 

63

 

 

 

Item 5. Other Information

 

63

 

 

 

Item 6. Exhibits

 

64

 

 

 

Signatures

 

66

 

 

 

i

 

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited)

 

 

 

Page

 

 

 

Condensed Consolidated Statements of Financial Condition as of March 31, 2019 and December 31, 2018

 

2

 

 

 

Condensed Consolidated Statements of Operations for the three month periods ended March 31, 2019 and 2018

 

4

 

 

 

Condensed Consolidated Statements of Comprehensive Income for the three month periods ended March 31, 2019 and 2018

 

5

 

 

 

Condensed Consolidated Statements of Cash Flows for the three month periods ended March 31, 2019 and 2018

 

6

 

 

 

Condensed Consolidated Statements of Changes in Members’ Equity for the three month periods ended March 31, 2019 and 2018

 

7

 

 

 

Notes to Condensed Consolidated Financial Statements

 

9

 

 

 

1

 

LAZARD GROUP LLC

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

MARCH 31, 2019 AND DECEMBER 31, 2018

(UNAUDITED)

(dollars in thousands)

 

 

 

March 31,

 

 

December 31,

 

 

 

2019

 

 

2018

 

ASSETS

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,003,201

 

 

$

1,185,040

 

Deposits with banks and short-term investments

 

 

1,138,010

 

 

 

1,006,969

 

Cash deposited with clearing organizations and other segregated cash

 

 

39,302

 

 

 

38,379

 

Receivables (net of allowance for doubtful accounts of $43,208 and $40,115 at

    March 31, 2019 and December 31, 2018, respectively):

 

 

 

 

 

 

 

 

Fees

 

 

478,990

 

 

 

499,068

 

Customers and other

 

 

192,178

 

 

 

184,137

 

Lazard Ltd subsidiaries

 

 

50,770

 

 

 

21,103

 

 

 

 

721,938

 

 

 

704,308

 

Investments

 

 

615,781

 

 

 

575,148

 

Property (net of accumulated amortization and depreciation of $342,460 and $339,448

   at March 31, 2019 and December 31, 2018, respectively)

 

 

208,432

 

 

 

211,713

 

Operating lease right-of-use assets

 

 

488,550

 

 

 

-

 

Goodwill and other intangible assets (net of accumulated amortization of $64,004 and

   $63,591 at March 31, 2019 and December 31, 2018, respectively)

 

 

354,412

 

 

 

354,463

 

Deferred tax assets

 

 

51,912

 

 

 

55,042

 

Other assets

 

 

333,193

 

 

 

258,413

 

Total Assets

 

$

4,954,731

 

 

$

4,389,475

 

 

See notes to condensed consolidated financial statements.

 

2

 

LAZARD GROUP LLC

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

MARCH 31, 2019 AND DECEMBER 31, 2018

(UNAUDITED)

(dollars in thousands)

 

 

 

March 31,

 

 

December 31,

 

 

 

2019

 

 

2018

 

LIABILITIES AND MEMBERS’ EQUITY

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Deposits and other customer payables

 

$

1,315,867

 

 

$

1,154,208

 

Accrued compensation and benefits

 

 

309,266

 

 

 

583,730

 

Operating lease liabilities

 

 

567,464

 

 

 

-

 

Senior debt

 

 

1,759,297

 

 

 

1,434,260

 

Payable to Lazard Ltd subsidiaries

 

 

65,819

 

 

 

63,185

 

Deferred tax liabilities

 

 

919

 

 

 

5,539

 

Other liabilities

 

 

509,254

 

 

 

565,801

 

Total Liabilities

 

 

4,527,886

 

 

 

3,806,723

 

Commitments and contingencies

 

 

 

 

 

 

 

 

MEMBERS’ EQUITY

 

 

 

 

 

 

 

 

Members' equity (net of 17,008,317 and 16,737,000 shares of Lazard Ltd Class A

   common stock, at a cost of $711,597 and $729,910 at March 31, 2019 and

   December 31, 2018, respectively)

 

 

599,773

 

 

 

758,705

 

Accumulated other comprehensive loss, net of tax

 

 

(224,551

)

 

 

(228,660

)

Total Lazard Group LLC Members' Equity

 

 

375,222

 

 

 

530,045

 

Noncontrolling interests

 

 

51,623

 

 

 

52,707

 

Total Members’ Equity

 

 

426,845

 

 

 

582,752

 

Total Liabilities and Members’ Equity

 

$

4,954,731

 

 

$

4,389,475

 

 

See notes to condensed consolidated financial statements.

 

3

 

LAZARD GROUP LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2019 AND 2018

(UNAUDITED)

(dollars in thousands)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

REVENUE

 

 

 

 

 

 

 

 

Investment banking and other advisory fees

 

$

319,355

 

 

$

408,072

 

Asset management fees

 

 

292,438

 

 

 

338,096

 

Interest income

 

 

3,564

 

 

 

2,688

 

Other

 

 

29,534

 

 

 

18,877

 

Total revenue

 

 

644,891

 

 

 

767,733

 

Interest expense

 

 

18,889

 

 

 

14,472

 

Net revenue

 

 

626,002

 

 

 

753,261

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

Compensation and benefits

 

 

370,248

 

 

 

403,307

 

Occupancy and equipment

 

 

28,118

 

 

 

30,072

 

Marketing and business development

 

 

27,925

 

 

 

25,608

 

Technology and information services

 

 

32,025

 

 

 

33,229

 

Professional services

 

 

13,801

 

 

 

12,153

 

Fund administration and outsourced services

 

 

28,930

 

 

 

35,184

 

Amortization and other acquisition-related (benefits) costs

 

 

(684

)

 

 

622

 

Other

 

 

16,776

 

 

 

26,134

 

Total operating expenses

 

 

517,139

 

 

 

566,309

 

OPERATING INCOME

 

 

108,863

 

 

 

186,952

 

Provision for income taxes

 

 

15,988

 

 

 

18,615

 

NET INCOME

 

 

92,875

 

 

 

168,337

 

LESS - NET INCOME (LOSS) ATTRIBUTABLE

   TO NONCONTROLLING INTERESTS

 

 

(566

)

 

 

1,969

 

NET INCOME ATTRIBUTABLE TO LAZARD GROUP LLC

 

$

93,441

 

 

$

166,368

 

 

 

See notes to condensed consolidated financial statements.

 

4

 

LAZARD GROUP LLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2019 AND 2018

(UNAUDITED)

(dollars in thousands)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

NET INCOME

 

$

92,875

 

 

$

168,337

 

OTHER COMPREHENSIVE INCOME (LOSS), NET OF

   TAX:

 

 

 

 

 

 

 

 

Currency translation adjustments

 

 

2,929

 

 

 

18,949

 

Employee benefit plans:

 

 

 

 

 

 

 

 

Actuarial gain (loss) (net of tax expense (benefit) of

   $300 and $(1,342) for the three months ended

   March 31, 2019 and 2018, respectively)

 

 

49

 

 

 

(5,014

)

Adjustment for items reclassified to earnings (net of

   tax expense of $178 and $216 for the three months

   ended March 31, 2019 and 2018, respectively)

 

 

1,132

 

 

 

1,062

 

OTHER COMPREHENSIVE INCOME, NET OF TAX

 

 

4,110

 

 

 

14,997

 

COMPREHENSIVE INCOME

 

 

96,985

 

 

 

183,334

 

LESS - COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO

   NONCONTROLLING INTERESTS

 

 

(565

)

 

 

1,969

 

COMPREHENSIVE INCOME ATTRIBUTABLE TO

   LAZARD GROUP LLC

 

$

97,550

 

 

$

181,365

 

 

 

See notes to condensed consolidated financial statements.

 

5

 

LAZARD GROUP LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2019 AND 2018

(UNAUDITED)

(dollars in thousands)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Net income

 

$

92,875

 

 

$

168,337

 

Adjustments to reconcile net income to net cash provided by (used in)

   operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization of property

 

 

8,108

 

 

 

8,182

 

Noncash lease expense

 

 

11,938

 

 

 

-

 

Amortization of deferred expenses and share-based incentive compensation

 

 

104,809

 

 

 

100,693

 

Amortization and other acquisition-related (benefits) costs

 

 

(684

)

 

 

622

 

Deferred tax provision (benefit)

 

 

(2,326

)

 

 

1,672

 

Loss on extinguishment of debt

 

 

4,243

 

 

 

-

 

(Increase) decrease in operating assets and increase (decrease) in

   operating liabilities:

 

 

 

 

 

 

 

 

Receivables-net

 

 

(21,886

)

 

 

(134,966

)

Investments

 

 

(40,160

)

 

 

74,124

 

Other assets

 

 

(84,911

)

 

 

(137,580

)

Accrued compensation and benefits and other liabilities

 

 

(254,708

)

 

 

(149,082

)

Net cash used in operating activities

 

 

(182,702

)

 

 

(67,998

)

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Additions to property

 

 

(5,867

)

 

 

(16,072

)

Disposals of property

 

 

70

 

 

 

1,231

 

Net cash used in investing activities

 

 

(5,797

)

 

 

(14,841

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from:

 

 

 

 

 

 

 

 

Issuance of senior debt, net of expenses

 

 

491,875

 

 

 

-

 

Customer deposits

 

 

185,871

 

 

 

-

 

Contributions from noncontrolling interests

 

 

72

 

 

 

-

 

Other financing activities

 

 

925

 

 

 

25

 

Payments for:

 

 

 

 

 

 

 

 

Senior debt

 

 

(171,668

)

 

 

-

 

Customer deposits

 

 

-

 

 

 

(100,341

)

Distributions to noncontrolling interests

 

 

(591

)

 

 

(1,476

)

Purchase of Class A common stock

 

 

(192,097

)

 

 

(145,949

)

Distributions to members

 

 

(52,210

)

 

 

(203,920

)

Settlement of share-based incentive compensation

 

 

(90,657

)

 

 

(101,042

)

Other financing activities

 

 

(3,082

)

 

 

(3,775

)

Net cash provided by (used in) financing activities

 

 

168,438

 

 

 

(556,478

)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS AND

   RESTRICTED CASH

 

 

(29,814

)

 

 

49,410

 

NET DECREASE IN CASH AND CASH EQUIVALENTS AND

   RESTRICTED CASH

 

 

(49,875

)

 

 

(589,907

)

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—January 1

 

 

2,230,388

 

 

 

2,441,266

 

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—March 31

 

$

2,180,513

 

 

$

1,851,359

 

 

 

 

 

 

 

 

 

 

RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

   WITHIN THE CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL

   CONDITION:

 

 

 

 

 

 

 

 

 

 

March 31,

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,003,201

 

 

$

1,185,040

 

Deposits with banks and short-term investments

 

 

1,138,010

 

 

 

1,006,969

 

Cash deposited with clearing organizations and other segregated cash

 

 

39,302

 

 

 

38,379

 

TOTAL CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

 

$

2,180,513

 

 

$

2,230,388

 

 

 

See notes to condensed consolidated financial statements.

 

6

 

LAZARD GROUP LLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2018

(UNAUDITED)

(dollars in thousands)

 

 

 

 

 

 

 

Accumulated

Other

Comprehensive

 

 

Total

Lazard Group

 

 

 

 

 

 

Total

 

 

 

Members'

 

 

Income (Loss),

 

 

Members'

 

 

Noncontrolling

 

 

Members'

 

 

 

Equity

 

 

Net of Tax

 

 

Equity

 

 

Interests

 

 

Equity

 

Balance - January 1, 2018 (*)

 

$

1,043,574

 

 

$

(195,256

)

 

$

848,318

 

 

$

58,582

 

 

$

906,900

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

166,368

 

 

 

 

 

 

 

166,368

 

 

 

1,969

 

 

 

168,337

 

Other comprehensive income - net of tax

 

 

 

 

 

 

14,997

 

 

 

14,997

 

 

 

 

 

 

 

14,997

 

Amortization of share-based incentive compensation

 

 

82,820

 

 

 

 

 

 

 

82,820

 

 

 

 

 

 

 

82,820

 

Distributions to members and noncontrolling interests, net

 

 

(203,920

)

 

 

 

 

 

 

(203,920

)

 

 

(1,476

)

 

 

(205,396

)

Purchase of Class A common stock

 

 

(145,949

)

 

 

 

 

 

 

(145,949

)

 

 

 

 

 

 

(145,949

)

Delivery of Class A common stock in

   connection with share-based incentive

   compensation

 

 

(101,042

)

 

 

 

 

 

 

(101,042

)

 

 

 

 

 

 

(101,042

)

Business acquisitions and related equity transactions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A common stock issuable

   (including related amortization)

 

 

93

 

 

 

 

 

 

 

93

 

 

 

 

 

 

 

93

 

Other

 

 

(3,604

)

 

 

 

 

 

 

(3,604

)

 

 

 

 

 

 

(3,604

)

Balance - March 31, 2018 (*)

 

$

838,340

 

 

$

(180,259

)

 

$

658,081

 

 

$

59,075

 

 

$

717,156

 

 

(*) At both January 1, 2018 and March 31, 2018, in addition to profit participation interests, there were two managing member interests.

 

See notes to condensed consolidated financial statements.

 

7

 

LAZARD GROUP LLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2019

(UNAUDITED)

(dollars in thousands)

 

 

 

 

 

 

 

 

Accumulated

Other

Comprehensive

 

 

Total

Lazard Group

 

 

 

 

 

 

Total

 

 

 

 

Members'

 

 

Income (Loss),

 

 

Members'

 

 

Noncontrolling

 

 

Members'

 

 

 

 

Equity

 

 

Net of Tax

 

 

Equity

 

 

Interests

 

 

Equity

 

Balance - January 1, 2019 (*)

 

 

$

758,705

 

 

$

(228,660

)

 

$

530,045

 

 

$

52,707

 

 

$

582,752

 

Comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

 

93,441

 

 

 

 

 

 

 

93,441

 

 

 

(566

)

 

 

92,875

 

Other comprehensive income - net of tax

 

 

 

 

 

 

 

4,109

 

 

 

4,109

 

 

 

1

 

 

 

4,110

 

Amortization of share-based incentive compensation

 

 

 

84,681

 

 

 

 

 

 

 

84,681

 

 

 

 

 

 

 

84,681

 

Distributions to members and noncontrolling interests,

   net

 

 

 

(52,210

)

 

 

 

 

 

 

(52,210

)

 

 

(519

)

 

 

(52,729

)

Purchase of Class A common stock

 

 

 

(192,097

)

 

 

 

 

 

 

(192,097

)

 

 

 

 

 

 

(192,097

)

Delivery of Class A common stock in

   connection with share-based incentive

   compensation and related tax benefit of $88

 

 

 

(90,569

)

 

 

 

 

 

 

(90,569

)

 

 

 

 

 

 

(90,569

)

Business acquisitions and related equity

   transactions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A common stock issuable

   (including related amortization)

 

 

 

53

 

 

 

 

 

 

 

53

 

 

 

 

 

 

 

53

 

Other

 

 

 

(2,231

)

 

 

 

 

 

 

(2,231

)

 

 

 

 

 

 

(2,231

)

Balance - March 31, 2019 (*)

 

 

$

599,773

 

 

$

(224,551

)

 

$

375,222

 

 

$

51,623

 

 

$

426,845

 

 

(*) At both January 1, 2019 and March 31, 2019, in addition to profit participation interests, there were two managing member interests.

 

 

 

See notes to condensed consolidated financial statements.

 

8

 

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

1.

ORGANIZATION AND BASIS OF PRESENTATION

Organization

The accompanying condensed consolidated financial statements are those of Lazard Group LLC and its subsidiaries (collectively referred to as “Lazard Group”, “we” or the “Company”). Lazard Group is a Delaware limited liability company and as of December 31, 2018 was governed by an Amended and Restated Operating Agreement dated as of October 26, 2015, as amended (the “Operating Agreement”). The Operating Agreement was subsequently amended and restated on February 4, 2019.

Lazard Ltd, a Bermuda holding company, and its subsidiaries (collectively referred to as “Lazard Ltd”), including its indirect investment in Lazard Group, is one of the world’s preeminent financial advisory and asset management firms and has long specialized in crafting solutions to the complex financial and strategic challenges of our clients. We serve a diverse set of clients around the world, including corporations, governments, institutions, partnerships and individuals.

Lazard Ltd indirectly held 100% of all outstanding Lazard Group common membership interests as of March 31, 2019 and December 31, 2018. Lazard Ltd, through its control of the managing members of Lazard Group, controls Lazard Group.

Lazard Group’s principal operating activities are included in two business segments:

 

•

Financial Advisory, which offers corporate, partnership, institutional, government, sovereign and individual clients across the globe a wide array of financial advisory services regarding mergers and acquisitions (“M&A”), capital advisory, restructurings, shareholder advisory, sovereign advisory, capital raising and other strategic advisory, and

 

•

Asset Management, which offers a broad range of global investment solutions and investment management services in equity and fixed income strategies, asset allocation strategies, alternative investments and private equity funds to corporations, public funds, sovereign entities, endowments and foundations, labor funds, financial intermediaries and private clients.

In addition, we record selected other activities in our Corporate segment, including management of cash, investments, deferred tax assets, outstanding indebtedness, certain contingent obligations, and assets and liabilities associated with Lazard Group’s Paris-based subsidiary Lazard Frères Banque SA (“LFB”).

Basis of Presentation

The accompanying condensed consolidated financial statements of Lazard Group have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in Lazard Group’s Annual Report on Form 10-K for the year ended December 31, 2018. The accompanying December 31, 2018 unaudited condensed consolidated statement of financial condition data was derived from audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP for annual financial statement purposes. The accompanying condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented.

Preparing financial statements requires management to make estimates and assumptions that affect the amounts that are reported in the financial statements and the accompanying disclosures. For example, discretionary compensation and benefits expense for interim periods is accrued based on the year-to-date amount of revenue earned, and an assumed annual ratio of compensation and benefits expense to revenue, with the applicable amounts adjusted for certain items. Although these estimates are based on management’s knowledge of current events and actions that Lazard may undertake in the future, actual results may differ materially from the estimates.

The consolidated results of operations for the three month period ended March 31, 2019 are not indicative of the results to be expected for any future interim or annual period.

9

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

The condensed consolidated financial statements include Lazard Group and Lazard Group’s principal operating subsidiaries: Lazard Frères & Co. LLC (“LFNY”), a New York limited liability company, along with its subsidiaries, including Lazard Asset Management LLC and its subsidiaries (collectively referred to as “LAM”); the French limited liability companies Compagnie Financière Lazard Frères SAS (“CFLF”) along with its subsidiaries, LFB and Lazard Frères Gestion SAS (“LFG”), and Maison Lazard SAS and its subsidiaries; and Lazard & Co., Limited (“LCL”), through Lazard & Co., Holdings Limited (“LCH”), an English private limited company, together with their jointly owned affiliates and subsidiaries.

The Company’s policy is to consolidate entities in which it has a controlling financial interest. The Company consolidates:

 

•

Voting interest entities (“VOEs”) where the Company holds a majority of the voting interest in such VOEs, and

 

•

Variable interest entities (“VIEs”) where the Company is the primary beneficiary having the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of, or receive benefits from, the VIE that could be potentially significant to the VIE.

When the Company does not have a controlling interest in an entity, but exerts significant influence over such entity’s operating and financial decisions, the Company either (i) applies the equity method of accounting in which it records a proportionate share of the entity’s net earnings, or (ii) elects the option to measure at fair value. Intercompany transactions and balances have been eliminated.

Certain prior period amounts have been reclassified to conform to the current period presentation.

 

 

2.

RECENT ACCOUNTING DEVELOPMENTS

 

Leases—In February 2016, the Financial Accounting Standards Board (the “FASB”) issued updated guidance for leases. The guidance requires a lessee to (i) recognize a right-of-use asset and a lease liability that is initially measured at the present value of the lease payments, in the condensed consolidated statement of financial condition, (ii) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis and (iii) classify operating lease related cash payments within operating activities and finance lease related principal cash payments within financing activities (with interest included in interest paid) in the condensed consolidated statement of cash flows.

The Company adopted the new guidance on January 1, 2019 using the optional transition method, which allows such guidance to be applied initially at the adoption date with a cumulative-effect adjustment and without restating comparative periods. Lazard elected the package of practical expedients, which allows the carry-forward of the prior conclusions on lease definition, classification and initial direct costs related to the existing leases as of the adoption date.

Substantially all of the Company’s existing lease arrangements are operating leases. The adoption of the new guidance on January 1, 2019 resulted in a recognition of approximately $500,000 of operating lease right-of-use assets (“ROU assets”) and approximately $580,000 of operating lease liabilities in the Company’s condensed consolidated statements of financial condition.  The operating lease liabilities at January 1, 2019 reflect any remaining lease payments discounted using an incremental borrowing rate (on a collateralized basis) based on the remaining lease term (the “Discount”), as an implicit rate was not readily determinable for any of the Company’s existing operating leases. The operating lease ROU assets are lower than the operating lease liabilities primarily because lease incentives reduce the ROU assets (see Note 9).

Improvements to Nonemployee Share-Based Payment Accounting—In June 2018, the FASB issued updated guidance to simplify the accounting for nonemployee share-based payment transactions. The new guidance generally requires equity-classified nonemployee share-based payment awards to be measured at the grant date, which is the date at which a grantor and grantee reach a mutual understanding of the key terms and conditions of a share-based payment award.  This update generally aligns the accounting for equity-classified share-based payment awards to nonemployees with the measurement date required for employees.  The Company adopted the new guidance on January 1, 2019 and its application did not have a material impact on the Company’s financial statements.

Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income—In February 2018, the FASB issued updated guidance on the tax effects of items in “accumulated other comprehensive income (loss), net of tax” (“AOCI”). Specifically, the new guidance will permit, but not require, a reclassification from AOCI to retained earnings for stranded tax effects resulting from the newly enacted federal corporate income tax rate under the Tax Cuts and Jobs Act of 2017. The amount of the reclassification would be the difference between the historical corporate income tax rate and the newly enacted 21% corporate income tax rate. The Company adopted the new guidance on January 1, 2019 without reclassifying any amounts from AOCI to retained earnings.  The application of the guidance did not have a material impact on the Company’s financial statements.

10

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments—In June 2016, the FASB issued new guidance regarding the measurement of credit losses on financial instruments. The new guidance replaces the incurred loss impairment methodology in the current guidance with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates. The new guidance is effective for annual and interim periods beginning after December 15, 2019 with early adoption permitted for fiscal years beginning after December 15, 2018.  The new guidance is required to be applied using a modified retrospective approach. The Company is currently evaluating the new guidance.

Intangibles—Goodwill and Other: Simplifying the Test for Goodwill Impairment—In January 2017, the FASB issued updated guidance which eliminated Step 2 from the goodwill impairment test. Step 2 is the process of measuring a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The new guidance requires entities to measure a goodwill impairment loss as the amount by which a reporting unit’s carrying value exceeds its fair value, limited to the carrying amount of goodwill. The FASB also eliminated the requirements for entities that have reporting units with zero or negative carrying amounts to perform a qualitative assessment for the goodwill impairment test. Instead, those entities would be required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount. The new guidance is effective for interim or annual goodwill impairment tests performed in fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the new guidance.

Intangibles—Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract—In August 2018, the FASB issued updated guidance on the accounting for implementation costs incurred in a cloud computing arrangement. The new guidance requires the capitalization of the implementation costs incurred in a cloud computing arrangement to be aligned with the requirements for capitalizing costs incurred to develop or obtain internal-use software. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted. Upon adoption, the Company may elect to apply the new guidance on either a prospective or retrospective basis. The Company is currently evaluating the new guidance.

Related Party Guidance for Variable Interest Entities—In October 2018, the FASB issued updated guidance that requires consideration of indirect interest held through related parties under common control for determining whether fees paid to decision makers and service providers are variable interests. The new guidance is effective for fiscal years and interim periods beginning after December 15, 2019, with early adoption permitted. The amendments are required to be applied retrospectively with a cumulative-effect adjustment. The Company is currently evaluating the new guidance.

Fair Value Measurement: Changes to the Disclosure Requirements for Fair Value Measurement—In August 2018, the FASB issued updated guidance which modifies the disclosure requirements on fair value measurement. The updated guidance eliminates or modifies various required disclosures under the current guidance and includes additional requirements. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted.  With certain exceptions, the guidance is required to be applied retrospectively. The Company is currently evaluating the new guidance.

Compensation–Retirement Benefits: Changes to the Disclosure Requirements for Defined Benefit Plans—In August 2018, the FASB issued updated guidance which modifies the disclosure requirements regarding defined benefit plans and other postretirement plans. The updated guidance eliminates or clarifies certain currently required disclosures and includes additional requirements. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2020, with early adoption permitted. A retrospective application is required. The Company is currently evaluating the new guidance.

 

 

3.

REVENUE RECOGNITION

 

Investment Banking and Other Advisory Fees—Fees for Financial Advisory services are recorded when: (i) a contract with a client has been identified, (ii) the performance obligations in the contract have been identified, (iii) the fee or other transaction price has been determined, (iv) the fee or other transaction price has been allocated to each performance obligation in the contract, and (v) the Company has satisfied the applicable performance obligation. The expenses that are directly related to such transactions are recorded as incurred and presented within operating expenses when the Company is primarily responsible for fulfilling the promise of the arrangement. Revenues associated with the reimbursement of such expenses are recorded when the Company is contractually entitled to reimbursement and presented within investment banking and other advisory fees.

 

11

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

Asset Management Fees—Fees for Asset Management services are primarily comprised of management fees and incentive fees. Management fees are derived from fees for investment management and other services provided to clients. Revenue is recorded in accordance with the same five criteria as Financial Advisory fees, which generally results in management fees being recorded on a daily, monthly or quarterly basis, primarily based on a percentage of client assets managed.  Fees vary with the type of assets managed, with higher fees earned on equity assets, alternative investment (such as hedge fund) and private equity funds, and lower fees earned on fixed income and money market products.  Expenses that are directly related to the sale or distribution of fund interests are recorded as incurred and presented within operating expenses when the Company is primarily responsible for fulfilling the promise of the arrangement.  Revenues associated with the reimbursement of such expenses are recorded when the Company is contractually entitled to reimbursement and presented within asset management fees.

In addition, the Company earns performance-based incentive fees on various investment products, including traditional products and alternative investment funds such as hedge funds and private equity funds.  

For hedge funds, incentive fees are calculated based on a specific percentage of a fund’s net appreciation, in some cases in excess of established benchmarks or thresholds.  The Company records incentive fees on traditional products and hedge funds when a significant reversal in the amount of the cumulative revenue to be recognized is not probable, which is typically at the end of the relevant performance measurement period. The incentive fee measurement period is generally an annual period (unless an account is terminated during the year).  The incentive fees received at the end of the measurement period are not subject to reversal or payback.  Incentive fees on hedge funds generally are subject to loss carryforward provisions in which losses incurred by the hedge funds in any year are applied against certain gains realized by the hedge funds in future periods before any incentive fees can be earned.

For private equity funds, incentive fees may be earned in the form of a “carried interest” if profits arising from realized investments exceed a specified threshold. Typically, such carried interest is ultimately calculated on a whole-fund basis and, therefore, clawback of carried interests during the life of the fund can occur. As a result, the Company records incentive fees earned on our private equity funds when a significant reversal in the amount of the cumulative revenue to be recognized is not probable, which is typically at the end of the relevant performance period.

Receivables relating to asset management and incentive fees are reported in “fees receivable” on the consolidated statements of financial condition.

The Company disaggregates revenue based on its business segment results and believes that the following information provides a reasonable representation of how performance obligations relate to the nature, amount, timing and uncertainty of revenue and cash flows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019 (d)

 

 

2018 (d)

 

Net Revenue:

 

 

 

 

 

 

 

 

Financial Advisory (a)

 

$

321,926

 

 

$

408,467

 

 

 

 

 

 

 

 

 

 

Asset Management:

 

 

 

 

 

 

 

 

Management Fees and Other (b)

 

$

301,253

 

 

$

348,684

 

Incentive Fees (c)

 

 

580

 

 

 

5,599

 

Total Asset Management

 

$

301,833

 

 

$

354,283

 

 

(a)

Financial Advisory is comprised of M&A Advisory, Capital Advisory, Capital Raising, Restructuring, Shareholder Advisory, Sovereign Advisory, and other strategic advisory work for clients. The benefits of these advisory services are generally transferred to the Company’s clients over time, and consideration for these advisory services typically includes transaction completion, transaction announcement and retainer fees. Retainer fees are generally fixed and recognized over the period in which the advisory services are performed. However, transaction announcement and transaction completion fees are variable and subject to constraints, and they are typically not recognized until there is an announcement date or a completion date, respectively, due to the uncertainty associated with those events. Therefore, in any given period, advisory fees recognized for certain transactions will relate to services performed in prior periods. The advisory fees that may be unrecognized as of the end of a reporting period, primarily comprised of fees associated with transaction announcements and transaction completions, generally remain unrecognized due to the uncertainty associated with those events.

 

12

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

(b)

Management fees and other is primarily comprised of management services. The benefits of these management services are transferred to the Company’s clients over time. Consideration for these management services generally includes management fees, which are based on assets under management and recognized over the period in which the management services are performed. The selling or distribution of fund interests is a separate performance obligation within management fees and other, and the benefits of such services are transferred to the Company’s clients at the point in time that such fund interests are sold or distributed.

 

(c)

Incentive fees is primarily comprised of management services. The benefits of these management services are transferred to the Company’s clients over time. Consideration for these management services is generally variable and includes performance or incentive fees. The fees allocated to these management services that are unrecognized as of the end of the reporting period are generally amounts that are subject to constraints due to the uncertainty associated with performance targets and clawbacks.

 

(d)

In addition to the above, contracts with clients include trade-based commission income, which is recognized at the point in time of execution and presented within other revenue. Such income may be earned by providing trade facilitation, execution, clearance and settlement, custody, and trade administration services to clients.

With regard to the disclosure requirement for remaining performance obligations, the Company elected the practical expedients permitted in the guidance to (i) exclude contracts with a duration of one year or less; and (ii) exclude variable consideration, such as transaction completion and transaction announcement fees, that is allocated entirely to unsatisfied performance obligations. Excluded variable consideration typically relates to contracts with a duration of one year or less, and is generally constrained due to uncertainties. Therefore, when applying the practical expedients, amounts related to remaining performance obligations are not material to the Company’s financial statements.

 

 

4.

RECEIVABLES

The Company’s receivables represent fee receivables, amounts due from customers and other receivables, and amounts due from Lazard Ltd subsidiaries.

Receivables are stated net of an estimated allowance for doubtful accounts, for past due amounts and for specific accounts deemed uncollectible, which may include situations where a fee is in dispute.

Activity in the allowance for doubtful accounts for the three month periods ended March 31, 2019 and 2018 was as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

Beginning Balance

 

$

40,115

 

 

$

23,692

 

Bad debt expense, net of recoveries

 

 

3,829

 

 

 

15,952

 

Charge-offs, foreign currency translation and other

   adjustments

 

 

(736

)

 

 

(1,139

)

Ending Balance

 

$

43,208

 

 

$

38,505

 

 

Bad debt expense, net of recoveries is included in “operating expenses—other” on the condensed consolidated statements of operations.

At March 31, 2019 and December 31, 2018, the Company had receivables past due or deemed uncollectible of $51,737 and $42,260, respectively.

Of the Company’s fee receivables at March 31, 2019 and December 31, 2018, $83,298 and $90,966, respectively, represented interest-bearing financing receivables. In addition, at March 31, 2019, the Company had interest-bearing receivables from Lazard Ltd subsidiaries of $23,414. Based upon our historical loss experience, the credit quality of the counterparties, and the lack of past due or uncollectible amounts, there was no allowance for doubtful accounts required at those dates related to such receivables.

The aggregate carrying amount of our non-interest bearing receivables of $615,226 and $613,342 at March 31, 2019 and December 31, 2018, respectively, approximates fair value.

 

13

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

 

5.

INVESTMENTS

The Company’s investments and securities sold, not yet purchased, consist of the following at March 31, 2019 and December 31, 2018:

 

 

 

March 31,

 

 

December 31,

 

 

 

2019

 

 

2018

 

Interest-bearing deposits

 

$

516

 

 

$

510

 

Debt

 

 

248,632

 

 

 

202,874

 

Equities

 

 

36,670

 

 

 

32,261

 

Funds:

 

 

 

 

 

 

 

 

Alternative investments (a)

 

 

38,944

 

 

 

17,752

 

Debt (a)

 

 

74,206

 

 

 

90,320

 

Equity (a)

 

 

161,262

 

 

 

175,088

 

Private equity

 

 

55,551

 

 

 

56,343

 

 

 

 

329,963

 

 

 

339,503

 

Total investments

 

 

615,781

 

 

 

575,148

 

Less:

 

 

 

 

 

 

 

 

Interest-bearing deposits

 

 

516

 

 

 

510

 

Investments, at fair value

 

$

615,265

 

 

$

574,638

 

Securities sold, not yet purchased, at fair value (included in “other liabilities”)

 

$

1,844

 

 

$

3,929

 

 

(a)

Interests in alternative investment funds, debt funds and equity funds include investments with fair values of $6,592, $43,264 and $112,030, respectively, at March 31, 2019 and $9,741, $60,081 and $132,038, respectively, at December 31, 2018, held in order to satisfy the Company’s liability upon vesting of previously granted Lazard Fund Interests (“LFI”) and other similar deferred compensation arrangements. LFI represent grants by the Company to eligible employees of actual or notional interests in a number of Lazard-managed funds, subject to service-based vesting conditions (see Notes 7 and 14).

Interest-bearing deposits have original maturities of greater than three months but equal to or less than one year and are carried at cost that approximates fair value due to their short-term maturities.

Debt primarily consists of U.S. Treasury securities with original maturities of greater than three months and less than one year.

Equities primarily consist of seed investments invested in marketable equity securities of large-, mid- and small-cap domestic, international and global companies held within separately managed accounts related to our Asset Management business.

Alternative investment funds primarily consist of interests in various Lazard-managed hedge funds, funds of funds and mutual funds. Such amounts primarily consist of seed investments in funds related to our Asset Management business and amounts related to LFI discussed above.

Debt funds primarily consist of seed investments in funds related to our Asset Management business that invest in debt securities, amounts related to LFI discussed above and an investment in a Lazard-managed debt fund.

Equity funds primarily consist of seed investments in funds related to our Asset Management business that invest in equity securities, and amounts related to LFI discussed above.

Private equity investments include those owned by Lazard and those consolidated but not owned by Lazard. Private equity investments owned by Lazard are primarily comprised of investments in private equity funds. Such investments primarily include (i) Edgewater Growth Capital Partners III, L.P. (“EGCP III”), a fund primarily making equity and buyout investments in middle market companies and (ii) a fund targeting significant noncontrolling-stake investments in established private companies.

14

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

Private equity investments consolidated but not owned by Lazard relate to the economic interests that are owned by the management team and other investors in the Edgewater Funds (“Edgewater”).

During the three month periods ended March 31, 2019 and 2018, the Company reported in “revenue-other” on its condensed consolidated statements of operations net unrealized investment gains and losses pertaining to “equity securities and trading debt securities” still held as of the reporting date as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

Net unrealized investment gains (losses)

 

$

19,923

 

 

$

(9,291

)

 

 

6.

FAIR VALUE MEASUREMENTS

Fair Value Hierarchy of Investments and Certain Other Assets and Liabilities—Lazard categorizes its investments and certain other assets and liabilities recorded at fair value into a three-level fair value hierarchy as follows:

Level 1.

Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that Lazard has the ability to access.

Level 2.

Assets and liabilities whose values are based on (i) quoted prices for similar assets or liabilities in an active market, or quoted prices for identical or similar assets or liabilities in non-active markets, or (ii) inputs other than quoted prices that are directly observable or derived principally from, or corroborated by, market data.

Level 3.

Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect our own assumptions about the assumptions a market participant would use in pricing the asset or liability. Items included in Level 3 include securities or other financial assets whose trading volume and level of activity have significantly decreased when compared with normal market activity and there is no longer sufficient frequency or volume to provide pricing information on an ongoing basis.

The fair value of debt is classified as Level 1 when the fair values are based on unadjusted quoted prices in active markets.

The fair value of equities is classified as Level 1 or Level 3 as follows: marketable equity securities are classified as Level 1 and are valued based on the last trade price on the primary exchange for that security as provided by external pricing services; equity securities in private companies are generally classified as Level 3.

The fair value of investments in alternative investment funds, debt funds and equity funds is classified as Level 1 when the fair values are primarily based on the publicly reported closing price for the fund.

The fair value of securities sold, not yet purchased, is classified as Level 1 when the fair values are based on unadjusted quoted prices in active markets.

The fair value of the contingent consideration liability is classified as Level 3 and the fair value of the liability is remeasured at each reporting period. The inputs used to derive the fair value of the contingent consideration include the application of probabilities when assessing certain performance thresholds for the relevant periods. Any change in the fair value is recognized in “amortization and other acquisition-related (benefits) costs” in the condensed consolidated statement of operations. Our business acquisitions may involve the potential payment of contingent consideration upon the achievement of certain performance thresholds. The contingent consideration liability is initially recorded at fair value of the contingent payments on the acquisition date and is included in “other liabilities” on the condensed consolidated statements of financial condition. See Note 12.

The fair value of derivatives entered into by the Company is classified as Level 2 and is based on the values of the related underlying assets, indices or reference rates as follows: the fair value of forward foreign currency exchange rate contracts is a function of the spot rate and the interest rate differential of the two currencies from the trade date to settlement date; the fair value of total return swaps is based on the change in fair value of the related underlying equity security, financial instrument or index and a specified notional holding; the fair value of interest rate swaps is based on the interest rate yield curve; and the fair value of derivative liabilities related to LFI and other similar deferred compensation arrangements is based on the value of the underlying investments, adjusted for forfeitures. See Note 7.

15

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

Investments Measured at Net Asset Value (“NAV”)—As a practical expedient, the Company uses NAV or its equivalent to measure the fair value of certain investments. NAV is primarily determined based on information provided by external fund administrators. The Company’s investments valued at NAV as a practical expedient in (i) alternative investment funds, debt funds and equity funds are redeemable in the near term, and (ii) private equity funds are not redeemable in the near term as a result of redemption restrictions.

The following tables present, as of March 31, 2019 and December 31, 2018, the classification of (i) investments and certain other assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy and (ii) investments measured at NAV or its equivalent as a practical expedient:

 

 

 

March 31, 2019

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

NAV

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt

 

$

248,632

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

248,632

 

Equities

 

 

35,052

 

 

 

-

 

 

 

1,618

 

 

 

-

 

 

 

36,670

 

Funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alternative investments

 

 

13,967

 

 

 

-

 

 

 

-

 

 

 

24,977

 

 

 

38,944

 

Debt

 

 

74,199

 

 

 

-

 

 

 

-

 

 

 

7

 

 

 

74,206

 

Equity

 

 

161,224

 

 

 

-

 

 

 

-

 

 

 

38

 

 

 

161,262

 

Private equity

 

 

-

 

 

 

-

 

 

 

-

 

 

 

55,551

 

 

 

55,551

 

Derivatives

 

 

-

 

 

 

2,504

 

 

 

-

 

 

 

-

 

 

 

2,504

 

Total

 

$

533,074

 

 

$

2,504

 

 

$

1,618

 

 

$

80,573

 

 

$

617,769

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities sold, not yet purchased

 

$

1,844

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

1,844

 

Contingent consideration liability

 

 

-

 

 

 

-

 

 

 

214

 

 

 

-

 

 

 

214

 

Derivatives

 

 

-

 

 

 

245,561

 

 

 

-

 

 

 

-

 

 

 

245,561

 

Total

 

$

1,844

 

 

$

245,561

 

 

$

214

 

 

$

-

 

 

$

247,619

 

 

 

 

December 31, 2018

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

NAV

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt

 

$

202,874

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

202,874

 

Equities

 

 

30,639

 

 

 

-

 

 

 

1,622

 

 

 

-

 

 

 

32,261

 

Funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alternative investments

 

 

16,863

 

 

 

-

 

 

 

-

 

 

 

889

 

 

 

17,752

 

Debt

 

 

90,313

 

 

 

-

 

 

 

-

 

 

 

7

 

 

 

90,320

 

Equity

 

 

175,054

 

 

 

-

 

 

 

-

 

 

 

34

 

 

 

175,088

 

Private equity

 

 

-

 

 

 

-

 

 

 

-

 

 

 

56,343

 

 

 

56,343

 

Derivatives

 

 

-

 

 

 

11,967

 

 

 

-

 

 

 

-

 

 

 

11,967

 

Total

 

$

515,743

 

 

$

11,967

 

 

$

1,622

 

 

$

57,273

 

 

$

586,605

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities sold, not yet purchased

 

$

3,929

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

3,929

 

Contingent consideration liability

 

 

-

 

 

 

-

 

 

 

1,309

 

 

 

-

 

 

 

1,309

 

Derivatives

 

 

-

 

 

 

188,962

 

 

 

-

 

 

 

-

 

 

 

188,962

 

Total

 

$

3,929

 

 

$

188,962

 

 

$

1,309

 

 

$

-

 

 

$

194,200

 

 

16

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

The following tables provide a summary of changes in fair value of the Company’s Level 3 assets and liabilities for the three month periods ended March 31, 2019 and 2018:

 

 

 

Three Months Ended March 31, 2019

 

 

 

Beginning

Balance

 

 

Net Unrealized/

Realized

Gains/Losses

Included In

Earnings (a)

 

 

Purchases/

Acquisitions

 

 

Sales/

Dispositions/

Settlements

 

 

Foreign

Currency

Translation

Adjustments

 

 

Ending

Balance

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equities

 

$

1,622

 

 

$

(2

)

 

$

-

 

 

$

-

 

 

$

(2

)

 

$

1,618

 

Total Level 3 Assets

 

$

1,622

 

 

$

(2

)

 

$

-

 

 

$

-

 

 

$

(2

)

 

$

1,618

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration liability

 

$

1,309

 

 

$

(1,095

)

 

$

-

 

 

$

-

 

 

$

-

 

 

$

214

 

Total Level 3 Liabilities

 

$

1,309

 

 

$

(1,095

)

 

$

-

 

 

$

-

 

 

$

-

 

 

$

214

 

 

 

 

Three Months Ended March 31, 2018

 

 

 

Beginning

Balance

 

 

Net Unrealized/

Realized

Gains/Losses

Included In

Earnings (a)

 

 

Purchases/

Acquisitions

 

 

Sales/

Dispositions/

Settlements

 

 

Foreign

Currency

Translation

Adjustments

 

 

Ending

Balance

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equities

 

$

1,592

 

 

$

(1

)

 

$

1

 

 

$

-

 

 

$

7

 

 

$

1,599

 

Total Level 3 Assets

 

$

1,592

 

 

$

(1

)

 

$

1

 

 

$

-

 

 

$

7

 

 

$

1,599

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration liability

 

$

4,656

 

 

$

5

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

4,661

 

Total Level 3 Liabilities

 

$

4,656

 

 

$

5

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

4,661

 

 

(a)

Earnings recorded in “other revenue” for investments in equities for the three month periods ended March 31, 2019 and 2018 include net unrealized losses of $2 and $1, respectively. Earnings recorded in “amortization and other acquisition-related (benefits) costs” for the contingent consideration liability for the three month periods ended March 31, 2019 and 2018 include unrealized (gains) losses of $(1,095) and $5, respectively.

There were no transfers between any of the Level 1, 2 and 3 categories in the fair value measurement hierarchy during the three month periods ended March 31, 2019 and 2018.

17

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

The following tables present, at March 31, 2019 and December 31, 2018, certain investments that are valued using NAV or its equivalent as a practical expedient in determining fair value:

 

 

 

March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Estimated Liquidation Period of

Investments Not Redeemable

 

 

Investments Redeemable

 

 

Fair Value

 

 

Unfunded

Commitments

 

 

 

% of

Fair Value

Not

Redeemable

 

 

%

Next

5 Years

 

 

%

5-10

Years

 

 

%

Thereafter

 

 

Redemption

Frequency

 

Redemption

Notice Period

Alternative investment funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hedge funds

 

$

24,372

 

 

$

-

 

 

 

NA

 

 

NA

 

 

NA

 

 

NA

 

 

(a)

 

30-60 days

Funds of funds

 

 

24

 

 

 

-

 

 

 

NA

 

 

NA

 

 

NA

 

 

NA

 

 

(b)

 

>90 days

Other

 

 

581

 

 

 

-

 

 

 

NA

 

 

NA

 

 

NA

 

 

NA

 

 

(c)

 

<30-30 days

Debt funds

 

 

7

 

 

 

-

 

 

 

NA

 

 

NA

 

 

NA

 

 

NA

 

 

(d)

 

<30 days

Equity funds

 

 

38

 

 

 

-

 

 

 

NA

 

 

NA

 

 

NA

 

 

NA

 

 

(e)

 

<30-90 days

Private equity funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity growth

 

 

55,551

 

 

 

8,338

 

(f)

 

 

100

%

 

 

14

%

 

 

34

%

 

 

52

%

 

NA

 

NA

Total

 

$

80,573

 

 

$

8,338

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

monthly (100%)

(b)

quarterly (100%)

(c)

daily (6%) and monthly (94%)

(d)

daily (100%)

(e)

daily (24%), monthly (72%) and annually (4%)

(f)

Unfunded commitments to private equity investments consolidated but not owned by Lazard of $14,437 are excluded. Such commitments are required to be funded by capital contributions from noncontrolling interest holders.

 

 

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Estimated Liquidation Period of

Investments Not Redeemable

 

 

Investments Redeemable

 

 

Fair Value

 

 

Unfunded

Commitments

 

 

 

% of

Fair Value

Not

Redeemable

 

 

%

Next

5 Years

 

 

%

5-10

Years

 

 

%

Thereafter

 

 

Redemption

Frequency

 

Redemption

Notice Period

Alternative investment funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hedge funds

 

$

299

 

 

$

-

 

 

 

NA

 

 

NA

 

 

NA

 

 

NA

 

 

(a)

 

30-60 days

Funds of funds

 

 

23

 

 

 

-

 

 

 

NA

 

 

NA

 

 

NA

 

 

NA

 

 

(b)

 

>90 days

Other

 

 

567

 

 

 

-

 

 

 

NA

 

 

NA

 

 

NA

 

 

NA

 

 

(c)

 

<30-30 days

Debt funds

 

 

7

 

 

 

-

 

 

 

NA

 

 

NA

 

 

NA

 

 

NA

 

 

(d)

 

<30 days

Equity funds

 

 

34

 

 

 

-

 

 

 

NA

 

 

NA

 

 

NA

 

 

NA

 

 

(e)

 

<30-90 days

Private equity funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity growth

 

 

56,343

 

 

 

8,338

 

(f)

 

 

100

%

 

 

14

%

 

 

34

%

 

 

52

%

 

NA

 

NA

Total

 

$

57,273

 

 

$

8,338

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

monthly (100%)   

(b)

quarterly (100%)

(c)

daily (6%) and monthly (94%)

(d)

daily (100%)

(e)

daily (25%), monthly (70%) and annually (5%)

(f)

Unfunded commitments to private equity investments consolidated but not owned by Lazard of $14,437 are excluded. Such commitments are required to be funded by capital contributions from noncontrolling interest holders.

Investment Capital Funding Commitments—At March 31, 2019, the Company’s maximum unfunded commitments for capital contributions to investment funds primarily arose from commitments to EGCP III, which amounted to $7,602. The investment period for EGCP III ended on October 12, 2016, after which point the Company’s obligation to fund capital contributions for new

18

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

investments in EGCP III expired. The Company remains obligated until October 12, 2023 (or any earlier liquidation of EGCP III) to make capital contributions necessary to fund follow-on investments and to pay for fund expenses.

 

 

7.

DERIVATIVES

The Company enters into forward foreign currency exchange rate contracts, interest rate swaps, interest rate futures, total return swap contracts on various equity and debt indices and other derivative contracts to economically hedge exposures to fluctuations in currency exchange rates, interest rates and equity and debt prices. The Company reports its derivative instruments separately as assets and liabilities unless a legal right of set-off exists under a master netting agreement enforceable by law. The Company’s derivative instruments are recorded at their fair value, and are included in “other assets” and “other liabilities” on the condensed consolidated statements of financial condition. Gains and losses on the Company’s derivative instruments are generally included in “interest income” and “interest expense”, respectively, or “revenue-other”, depending on the nature of the underlying item, in the condensed consolidated statements of operations.

In addition to the derivative instruments described above, the Company records derivative liabilities relating to its obligations pertaining to LFI and other similar deferred compensation arrangements, the fair value of which is based on the value of the underlying investments, adjusted for estimated forfeitures, and is included in “accrued compensation and benefits” in the condensed consolidated statements of financial condition. Changes in the fair value of the derivative liabilities are included in “compensation and benefits” in the condensed consolidated statements of operations, the impact of which equally offsets the changes in the fair value of investments which are currently expected to be delivered upon settlement of LFI and other similar deferred compensation arrangements, which are reported in “revenue-other” in the condensed consolidated statements of operations.

The table below presents the fair value of the Company’s derivative instruments reported within “other assets” and “other liabilities” and the fair value of the Company’s derivative liabilities relating to its obligations pertaining to LFI and other similar deferred compensation arrangements reported within “accrued compensation and benefits” (see Note 13) on the accompanying condensed consolidated statements of financial condition as of March 31, 2019 and December 31, 2018:

 

 

 

March 31,

 

 

December 31,

 

 

 

2019

 

 

2018

 

Derivative Assets:

 

 

 

 

 

 

 

 

Forward foreign currency exchange rate contracts

 

$

2,504

 

 

$

1,543

 

Total return swaps and other (a)

 

 

-

 

 

 

10,424

 

 

 

$

2,504

 

 

$

11,967

 

Derivative Liabilities:

 

 

 

 

 

 

 

 

Forward foreign currency exchange rate contracts

 

$

1,357

 

 

$

939

 

Total return swaps and other (a)

 

 

2,233

 

 

 

1

 

LFI and other similar deferred compensation arrangements

 

 

241,971

 

 

 

188,022

 

 

 

$

245,561

 

 

$

188,962

 

 

(a)

For total return swaps, amounts represent the netting of gross derivative assets and liabilities of $331 and $2,564 as of March 31, 2019, respectively, and $10,792 and $369 as of December 31, 2018, respectively, for contracts with the same counterparty under legally enforceable master netting agreements. Such amounts are recorded “net” in “other assets”, with receivables for net cash collateral under such contracts of $5,070 as of March 31, 2019.

19

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

Net gains (losses) with respect to derivative instruments (predominantly reflected in “revenue-other”) and the Company’s derivative liabilities relating to its obligations pertaining to LFI and other similar deferred compensation arrangements (included in “compensation and benefits” expense) as reflected on the accompanying condensed consolidated statements of operations for the three month periods ended March 31, 2019 and 2018, were as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

Forward foreign currency exchange rate contracts

 

$

4,520

 

 

$

(2,483

)

LFI and other similar deferred compensation arrangements

 

 

(13,870

)

 

 

1,436

 

Total return swaps and other

 

 

(7,657

)

 

 

1,656

 

Total

 

$

(17,007

)

 

$

609

 

 

 

8.

PROPERTY

At March 31, 2019 and December 31, 2018, property consisted of the following:

 

 

 

Estimated

Depreciable

 

 

March 31,

 

 

December 31,

 

 

 

Life in Years

 

 

2019

 

 

2018

 

Buildings

 

 

33

 

 

$

142,311

 

 

$

145,034

 

Leasehold improvements

 

3-20

 

 

 

186,665

 

 

 

187,930

 

Furniture and equipment

 

3-10

 

 

 

203,107

 

 

 

204,057

 

Construction in progress

 

 

 

 

 

 

18,809

 

 

 

14,140

 

Total

 

 

 

 

 

 

550,892

 

 

 

551,161

 

Less - Accumulated depreciation and amortization

 

 

 

 

 

 

342,460

 

 

 

339,448

 

Property

 

 

 

 

 

$

208,432

 

 

$

211,713

 

 

 

9.

LEASES

The Company adopted the new lease accounting guidance as of January 1, 2019, which resulted in recognition of ROU assets and lease liabilities related to operating leases on the condensed consolidated statements of financial condition. The Company determines if an arrangement is, or contains, a lease at inception. Operating lease ROU assets represent the right to use an underlying asset for the lease term and operating lease liabilities reflect the obligation to make lease payments arising from the lease. At any given time during the lease term, the operating lease liability represents the present value of the remaining lease payments and the operating lease ROU asset is measured at the amount of the lease liability, adjusted for rent prepayments, unamortized initial direct costs and the remaining balance of lease incentives received. Both the operating lease ROU asset and the operating lease liability are reduced to zero at the end of the lease.

The Company leases office space and equipment under non-cancelable lease agreements, which expire on various dates through 2033. Substantially all of these arrangements are operating leases relating to office space. Certain leases have renewal options that can be exercised at the discretion of the Company. The Company only includes renewal options in the lease term when it is reasonably certain to exercise the option. The Company does not record leases with a lease term of 12 months or less on the condensed consolidated statements of financial condition; lease expense for these leases is recognized over the lease term on a straight-line basis.

For leases commencing on January 1, 2019 or thereafter that are recognized on the condensed consolidated statements of financial condition, the Company applies its estimated Discount. The Company bases this Discount on the information available at the lease commencement date. The Company determines its Discount with consideration of the Company’s public debt issuances as well as publicly available data for instruments with similar characteristics.

20

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

For leases commencing on January 1, 2019 or thereafter that relate to office space and equipment, the Company accounts for the lease and non-lease components as a single lease component.

In addition to rent payments, operating leases for office space generally contain payments for real estate taxes, insurance costs, common area maintenance, and utilities that are not fixed. The Company accounts for these costs as variable payments and does not include them in the lease component. There are certain office leases outside of the U.S. that have annual rent increases that are also accounted for as variable payments and are excluded from the lease component.

The following table summarizes the components of operating lease expense reflected on the accompanying condensed consolidated statements of operations for the three month period ended March 31, 2019:

 

 

 

Three Months Ended

 

 

 

March 31, 2019

 

Operating lease cost

 

$

19,941

 

Variable lease cost

 

 

4,202

 

Sublease income

 

 

(1,770

)

Total

 

$

22,373

 

 

The following table summarizes the supplemental cash flow information and certain other information related to operating leases for the three month period ended March 31, 2019:

 

 

 

Three Months Ended

 

 

 

March 31, 2019

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

Operating cash flows from operating leases

 

$

19,666

 

 

 

 

 

 

Operating lease right-of-use assets obtained in exchange for operating lease liabilities

 

$

498,626

 

 

 

 

 

 

Weighted average remaining lease term

 

12 years

 

 

 

 

 

 

Weighted average discount rate

 

 

4.1

%

 

Maturities of the operating lease liabilities outstanding at March 31, 2019 for each of the five years in the period ending December 31, 2023 and therafter are set forth in the table below.

 

Year Ending December 31,

 

 

 

 

2019 (April 1 through December 31)

 

$

59,901

 

2020

 

 

76,428

 

2021

 

 

72,529

 

2022

 

 

56,226

 

2023

 

 

51,679

 

Thereafter

 

 

411,539

 

Total lease payments

 

 

728,302

 

Less - Discount

 

 

160,838

 

Operating lease liabilities

 

$

567,464

 

 

21

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

Prior to the adoption of the new lease accounting guidance, the minimum rental commitments under non-cancelable operating leases at December 31, 2018, net of sublease income, were approximately as follows:

 

Year Ending December 31,

 

 

 

 

2019

 

$

86,664

 

2020

 

 

89,260

 

2021

 

 

83,517

 

2022

 

 

70,611

 

2023

 

 

59,973

 

Thereafter

 

 

488,612

 

Total minimum rental commitments

 

 

878,637

 

Less - sublease proceeds

 

 

26,941

 

Net rental commitments

 

$

851,696

 

In August 2018, the Company entered into a lease agreement for additional office facilities, which are currently under construction. The lease is expected to commence in the third quarter of 2019 when the facilities are delivered to the Company. The Company will recognize the related operating lease right-of-use assets and the operating lease liability on the lease commencement date. Operating lease commitments in the table above include the impact of the new lease agreement.

 

 

10.

GOODWILL AND OTHER INTANGIBLE ASSETS

The components of goodwill and other intangible assets at March 31, 2019 and December 31, 2018 are presented below:

 

 

 

March 31,

 

 

December 31,

 

 

 

2019

 

 

2018

 

Goodwill

 

$

351,190

 

 

$

350,829

 

Other intangible assets (net of accumulated amortization)

 

 

3,222

 

 

 

3,634

 

 

 

$

354,412

 

 

$

354,463

 

 

At March 31, 2019 and December 31, 2018, goodwill of $286,649 and $286,288, respectively, was attributable to the Company’s Financial Advisory segment and, at each such respective date, $64,541 of goodwill was attributable to the Company’s Asset Management segment.

Changes in the carrying amount of goodwill for the three month periods ended March 31, 2019 and 2018 are as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

Balance, January 1

 

$

350,829

 

 

$

362,760

 

Foreign currency translation adjustments

 

 

361

 

 

 

(1,555

)

Balance, March 31

 

$

351,190

 

 

$

361,205

 

 

All changes in the carrying amount of goodwill for the three month periods ended March 31, 2019 and 2018 are attributable to the Company’s Financial Advisory segment.

22

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

The gross cost and accumulated amortization of other intangible assets as of March 31, 2019 and December 31, 2018, by major intangible asset category, are as follows:

 

 

 

March 31, 2019

 

 

December 31, 2018

 

 

 

Gross

Cost

 

 

Accumulated

Amortization

 

 

Net

Carrying

Amount

 

 

Gross

Cost

 

 

Accumulated

Amortization

 

 

Net

Carrying

Amount

 

Success/incentive fees

 

$

33,040

 

 

$

30,418

 

 

$

2,622

 

 

$

33,040

 

 

$

30,043

 

 

$

2,997

 

Management fees, customer relationships

   and non-compete agreements

 

 

34,186

 

 

 

33,586

 

 

 

600

 

 

 

34,185

 

 

 

33,548

 

 

 

637

 

 

 

$

67,226

 

 

$

64,004

 

 

$

3,222

 

 

$

67,225

 

 

$

63,591

 

 

$

3,634

 

 

Amortization expense of intangible assets, included in “amortization and other acquisition-related (benefits) costs” in the condensed consolidated statements of operations, for the three month periods ended March 31, 2019 and 2018 was $411 and $617, respectively. Estimated future amortization expense is as follows:

 

Year Ending December 31,

 

Amortization

Expense

 

2019 (April 1 through December 31)

 

$

1,611

 

2020

 

 

1,274

 

2021

 

 

150

 

2022

 

 

150

 

2023

 

 

37

 

Total amortization expense

 

$

3,222

 

 

 

11.

SENIOR DEBT

Senior debt is comprised of the following as of March 31, 2019 and December 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding as of

 

 

 

Initial

 

 

 

 

Annual

 

 

March 31, 2019

 

 

December 31, 2018

 

 

 

Principal

Amount

 

 

Maturity

Date

 

Interest

Rate(b)

 

 

Principal

 

 

Unamortized

Debt Costs

 

 

Carrying

Value

 

 

Principal

 

 

Unamortized

Debt Costs

 

 

Carrying

Value

 

Lazard Group 2020

   Senior Notes (a)

 

$

500,000

 

 

11/14/20

 

 

4.25

%

 

$

82,057

 

 

$

245

 

 

$

81,812

 

 

$

250,000

 

 

$

863

 

 

$

249,137

 

Lazard Group 2025

   Senior Notes

 

 

400,000

 

 

2/13/25

 

 

3.75

%

 

 

400,000

 

 

 

2,770

 

 

 

397,230

 

 

 

400,000

 

 

 

2,888

 

 

 

397,112

 

Lazard Group 2027

   Senior Notes

 

 

300,000

 

 

3/1/27

 

 

3.625

%

 

 

300,000

 

 

 

3,117

 

 

 

296,883

 

 

 

300,000

 

 

 

3,215

 

 

 

296,785

 

Lazard Group 2028

   Senior Notes

 

 

500,000

 

 

9/19/28

 

 

4.50

%

 

 

500,000

 

 

 

8,548

 

 

 

491,452

 

 

 

500,000

 

 

 

8,774

 

 

 

491,226

 

Lazard Group 2029

   Senior Notes (a)

 

 

500,000

 

 

3/11/29

 

 

4.375

%

 

 

500,000

 

 

 

8,080

 

 

 

491,920

 

 

 

-

 

 

 

-

 

 

 

-

 

Total

 

 

 

 

 

 

 

 

 

 

 

$

1,782,057

 

 

$

22,760

 

 

$

1,759,297

 

 

$

1,450,000

 

 

$

15,740

 

 

$

1,434,260

 

 

(a)

During March 2019, Lazard Group completed an offering of $500,000 aggregate principal amount of 4.375% senior notes due 2029 (the “2029 Notes”).  Interest on the 2029 Notes is payable semi-annually on March 11 and September 11 of each year, beginning September 11, 2019.  Lazard Group used a portion of the net proceeds of the 2029 Notes to redeem or otherwise retire $250,000 aggregate principal amount of the 4.25% senior notes due 2020 (the “2020 Notes”). As of March 31, 2019, $167,943 aggregate principal amount was redeemed or otherwise retired, and the remaining $82,057 was redeemed or otherwise retired on April 10, 2019.  

(b)

The effective interest rates of Lazard Group’s 3.75% senior notes due February 13, 2025 (the “2025 Notes”), Lazard Group’s 3.625% senior notes due March 1, 2027 (the “2027 Notes”), Lazard Group’s 4.50% senior notes due September 19, 2028 (the “2028 Notes”) and the 2029 Notes are 3.87%, 3.76%,  4.68% and 4.54% respectively.

 

23

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

On September 25, 2015, Lazard Group entered into an Amended and Restated Credit Agreement for a five-year $150,000 senior revolving credit facility with a group of lenders (the “Amended and Restated Credit Agreement”), which expires in September 2020. The Amended and Restated Credit Agreement amended and restated the previous credit agreement dated September 25, 2012. Borrowings under the Amended and Restated Credit Agreement generally will bear interest at LIBOR plus an applicable margin for specific interest periods determined based on Lazard Group’s highest credit rating from an internationally recognized credit agency. At March 31, 2019 and December 31, 2018, no amounts were outstanding under the Amended and Restated Credit Agreement.

The Amended and Restated Credit Agreement, the indenture and the supplemental indentures relating to Lazard Group’s senior notes contain certain covenants, events of default and other customary provisions, including a customary make-whole provision in the event of early redemption, where applicable. As of March 31, 2019, the Company was in compliance with such provisions. All of the Company’s senior debt obligations are unsecured.

As of March 31, 2019, the Company had approximately $168,000 in unused lines of credit available to it, including the credit facility provided under the Amended and Restated Credit Agreement and unused lines of credit available to LFB of approximately $17,000.

The Company’s senior debt at March 31, 2019 and December 31, 2018 is carried at historical amounts of $1,759,297 and $1,434,260, respectively. At those dates, the fair value of such senior debt was approximately $1,810,000 and $1,429,000, respectively. The fair value of the Company’s senior debt is based on market quotations. The Company’s senior debt would be categorized within Level 2 of the hierarchy of fair value measurements if carried at fair value.

 

 

12.

COMMITMENTS AND CONTINGENCIES

Guarantees—In the normal course of business, LFB provides indemnifications to third parties to protect them in the event of non-performance by its clients. At March 31, 2019, LFB had $45,649 of such indemnifications and held $45,649 of collateral/counter-guarantees to secure these commitments. The Company believes the likelihood of loss with respect to these indemnities is remote. Accordingly, no liability is recorded in the condensed consolidated statement of financial condition.

Business Acquisitions—For a business acquired in 2016, the remaining consideration consists of (i) 40,524 shares of Class A common stock subject to non-compete provisions and employment conditions and (ii) up to 210,431 additional shares of Class A common stock that are subject to certain performance thresholds. During the three month period ended March 31, 2019, none of the contingent shares were earned.

Other Commitments—The Company has various other contractual commitments arising in the ordinary course of business. In addition, from time to time, each of LFB and LFNY may enter into underwriting commitments in which it will participate as an underwriter. At March 31, 2019, LFB and LFNY had no such underwriting commitments.

See Notes 6 and 15 for information regarding commitments relating to investment capital funding commitments and obligations to fund our pension plans, respectively.

In the opinion of management, the fulfillment of the commitments described herein will not have a material adverse effect on the Company’s condensed consolidated financial position or results of operations.

Legal—The Company is involved from time to time in judicial, regulatory and arbitration proceedings and inquiries concerning matters arising in connection with the conduct of our businesses, including proceedings initiated by former employees alleging wrongful termination. The Company reviews such matters on a case-by-case basis and establishes any required accrual if a loss is probable and the amount of such loss can be reasonably estimated. The Company experiences significant variation in its revenue and earnings on a quarterly basis. Accordingly, the results of any pending matter or matters could be significant when compared to the Company’s earnings in any particular fiscal quarter. The Company believes, however, based on currently available information, that the results of any pending matters, in the aggregate, will not have a material effect on its business or financial condition.

 

 

24

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

13.

MEMBERS’ EQUITY

Lazard Group Distributions—Distributions in respect of Lazard Group’s common membership interests are allocated to the holders of such interests in accordance with the provisions of the Operating Agreement. Such distributions primarily represent amounts necessary to fund (i) any dividends Lazard Ltd may declare on its Class A common stock and (ii) tax distributions in respect of income taxes that Lazard Ltd’s subsidiaries incur.

During the three month periods ended March 31, 2019 and 2018, Lazard Group distributed $52,210 and $203,920, respectively, to the subsidiaries of Lazard Ltd.

Pursuant to Lazard Group’s Operating Agreement, Lazard Group allocates and distributes to its members a substantial portion of its distributable profits in installments as soon as practicable after the end of each fiscal year. Such installment distributions usually begin in February.

Share Repurchase Program—During the three month period ended March 31, 2019 and since 2017, the Board of Directors of Lazard authorized the repurchase of Class A common stock as set forth in the table below:

 

Date

 

Repurchase

Authorization

 

 

Expiration

October 2017

 

$

200,000

 

 

December 31, 2019

April 2018

 

$

300,000

 

 

December 31, 2020

October 2018

 

$

300,000

 

 

December 31, 2020

February 2019

 

$

300,000

 

 

December 31, 2020

 

The Company expects that the share repurchase program will continue to be used to offset a portion of the shares that have been or will be issued under the Lazard Ltd 2008 Incentive Compensation Plan (the “2008 Plan”) and the Lazard Ltd 2018 Incentive Compensation Plan (the “2018 Plan”). Pursuant to the share repurchase program, purchases have been made in the open market or through privately negotiated transactions. The rate at which the Company purchases shares in connection with the share repurchase program may vary from quarter to quarter due to a variety of factors. Purchases with respect to such program are set forth in the table below:

 

Three Months Ended March 31:

 

Number of

Shares

Purchased

 

 

Average

Price Per

Share

 

2018

 

 

2,662,286

 

 

$

54.82

 

2019

 

 

5,177,948

 

 

$

37.10

 

 

During the three month periods ended March 31, 2019 and 2018, certain of our executive officers received Class A common stock in connection with the vesting or settlement of previously-granted deferred equity incentive awards. The vesting or settlement of such equity awards gave rise to a tax payable by the executive officers, and, consistent with our past practice, the Company purchased shares of Class A common stock from the executive officers equal in value to all or a portion of the estimated amount of such tax. In addition, during the three month period ended March 31, 2018, the Company purchased shares of Class A common stock from certain of our executive officers. The aggregate value of all such purchases during the three month periods ended March 31, 2019 and 2018 was approximately $14,600 and $16,400, respectively. Such shares of Class A common stock are reported at cost.

As of March 31, 2019, a total of $403,415 of share repurchase authorization remained available under Lazard Ltd’s share repurchase program, all of which will expire on December 31, 2020.

During the three month period ended March 31, 2019, Lazard Ltd had in place trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to which it effected stock repurchases in the open market.

25

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

Accumulated Other Comprehensive Income (Loss), Net of Tax—The tables below reflect the balances of each component of AOCI at March 31, 2019 and 2018 and activity during the three month periods then ended:

 

 

 

Three Months Ended March 31, 2019

 

 

 

Currency

Translation

Adjustments

 

 

Employee

Benefit

Plans

 

 

Total

AOCI

 

 

Amount

Attributable to

Noncontrolling

Interests

 

 

Total

Lazard Group

AOCI

 

Balance, January 1, 2019

 

$

(82,829

)

 

$

(145,831

)

 

$

(228,660

)

 

$

-

 

 

$

(228,660

)

Activity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before

   reclassifications

 

 

2,929

 

 

 

49

 

 

 

2,978

 

 

 

1

 

 

 

2,977

 

Adjustments for items reclassified to earnings,

   net of tax

 

 

-

 

 

 

1,132

 

 

 

1,132

 

 

 

 

 

 

 

1,132

 

Net other comprehensive income

 

 

2,929

 

 

 

1,181

 

 

 

4,110

 

 

 

1

 

 

 

4,109

 

Balance, March 31, 2019

 

$

(79,900

)

 

$

(144,650

)

 

$

(224,550

)

 

$

1

 

 

$

(224,551

)

 

 

 

Three Months Ended March 31, 2018

 

 

 

Currency

Translation

Adjustments

 

 

Employee

Benefit

Plans

 

 

Total

AOCI

 

 

Amount

Attributable to

Noncontrolling

Interests

 

 

Total

Lazard Group

AOCI

 

Balance, January 1, 2018

 

$

(43,790

)

 

$

(151,466

)

 

$

(195,256

)

 

$

-

 

 

$

(195,256

)

Activity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss) before

   reclassifications

 

 

18,949

 

 

 

(5,014

)

 

 

13,935

 

 

 

-

 

 

 

13,935

 

Adjustments for items reclassified to earnings,

   net of tax

 

 

-

 

 

 

1,062

 

 

 

1,062

 

 

 

-

 

 

 

1,062

 

Net other comprehensive income (loss)

 

 

18,949

 

 

 

(3,952

)

 

 

14,997

 

 

 

-

 

 

 

14,997

 

Balance, March 31, 2018

 

$

(24,841

)

 

$

(155,418

)

 

$

(180,259

)

 

$

-

 

 

$

(180,259

)

 

The table below reflects adjustments for items reclassified out of AOCI, by component, for the three month periods ended March 31, 2019 and 2018:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

Amortization relating to employee benefit plans (a)

 

$

1,310

 

 

$

1,278

 

Less - related income taxes

 

 

178

 

 

 

216

 

Total reclassifications, net of tax

 

$

1,132

 

 

$

1,062

 

 

(a)

Included in the computation of net periodic benefit cost (see Note 15). Such amounts are included in “operating expenses—other” on the condensed consolidated statements of operations.

Noncontrolling Interests—Noncontrolling interests principally represent interests held in Edgewater’s management vehicles that the Company is deemed to control, but does not own.

26

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

The tables below summarize net income attributable to noncontrolling interests for the three month periods ended March 31, 2019 and 2018 and noncontrolling interests as of March 31, 2019 and December 31, 2018 in the Company’s condensed consolidated financial statements:

 

 

 

Net Income

Attributable to Noncontrolling

Interests

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

Edgewater

 

$

(566

)

 

$

1,968

 

Other

 

 

-

 

 

 

1

 

Total

 

$

(566

)

 

$

1,969

 

 

 

 

Noncontrolling Interests as of

 

 

 

March 31,

 

 

December 31,

 

 

 

2019

 

 

2018

 

Edgewater

 

$

51,610

 

 

$

52,695

 

Other

 

 

13

 

 

 

12

 

Total

 

$

51,623

 

 

$

52,707

 

 

 

14.

INCENTIVE PLANS

Share-Based Incentive Plan Awards

A description of Lazard Ltd’s 2018 Plan, 2008 Plan and 2005 Equity Incentive Plan (the “2005 Plan”) and activity with respect thereto during the three month periods ended March 31, 2019 and 2018 is presented below.

Shares Available Under the 2018 Plan, 2008 Plan and 2005 Plan

The 2018 Plan became effective on April 24, 2018 and replaced the 2008 Plan, which was terminated on April 24, 2018. The 2018 Plan authorizes the issuance of up to 30,000,000 shares of Class A common stock pursuant to the grant or exercise of stock options, stock appreciation rights, restricted stock units (“RSUs”), performance-based restricted stock units (“PRSUs”), profits interest participation rights and other share-based awards.

The 2008 Plan authorized the issuance of shares of Class A common stock pursuant to the grant or exercise of stock options, stock appreciation rights, RSUs, PRSUs and other share-based awards. Under the 2008 Plan, the maximum number of shares available was based on a formula that limited the aggregate number of shares that could, at any time, be subject to awards that were considered “outstanding” under the 2008 Plan to 30% of the then-outstanding shares of Class A common stock. The 2008 Plan was terminated on April 24, 2018, and no additional awards have been or will be granted under the 2008 Plan after its termination, although outstanding awards granted under the 2008 Plan before its termination continue to be subject to its terms.

The 2005 Plan authorized the issuance of up to 25,000,000 shares of Class A common stock pursuant to the grant or exercise of stock options, stock appreciation rights, RSUs and other share-based awards. The 2005 Plan expired in the second quarter of 2015, although outstanding deferred stock unit (“DSU”) awards granted under the 2005 Plan before its expiration continue to be subject to its terms.

27

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

The following reflects the amortization expense recorded with respect to share-based incentive plans within “compensation and benefits” expense (with respect to RSUs, PRSUs and other share-based awards) and “professional services” expense (with respect to DSUs) within the Company’s accompanying condensed consolidated statements of operations for the three month periods ended March 31, 2019 and 2018:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

Share-based incentive awards:

 

 

 

 

 

 

 

 

RSUs

 

$

55,197

 

 

$

60,887

 

PRSUs

 

 

1,321

 

 

 

10,967

 

Restricted Stock

 

 

9,512

 

 

 

10,773

 

Profits interest participation rights

 

 

18,468

 

 

 

-

 

DSUs

 

 

91

 

 

 

96

 

Total

 

$

84,589

 

 

$

82,723

 

 

The ultimate amount of compensation and benefits expense relating to share-based awards is dependent upon the actual number of shares of Class A common stock that vest. The Company periodically assesses the forfeiture rates used for such estimates, including as a result of any applicable performance conditions. A change in estimated forfeiture rates or performance results in a cumulative adjustment to compensation and benefits expense and also would cause the aggregate amount of compensation expense recognized in future periods to differ from the estimated unrecognized compensation expense described below.

The Company’s share-based incentive plans and awards are described below.

RSUs and DSUs

RSUs generally require future service as a condition for the delivery of the underlying shares of Class A common stock (unless the recipient is then eligible for retirement under the Company’s retirement policy) and convert into shares of Class A common stock on a one-for-one basis after the stipulated vesting periods. PRSUs, which are RSUs that are also subject to service-based vesting conditions, have additional performance conditions, and are described below. The grant date fair value of the RSUs, net of an estimated forfeiture rate, is amortized over the vesting periods or requisite service periods (generally one-third after two years, and the remaining two-thirds after the third year), and is adjusted for actual forfeitures over such period.

RSUs generally include a dividend participation right that provides that during vesting periods each RSU is attributed additional RSUs (or fractions thereof) equivalent to any dividends paid on Class A common stock during such period. During the three month periods ended March 31, 2019 and 2018, dividend participation rights required the issuance of 406,886 and 535,695 RSUs, respectively.

 

Non-executive members of the Board of Directors of Lazard Group, who are the same Non-Executive Directors of Lazard Ltd (“Non-Executive Directors”), receive approximately 55% of their annual compensation for service on the Board of Directors and its committees in the form of DSUs. Their remaining compensation is payable in cash, which they may elect to receive in the form of additional DSUs under the Directors’ Fee Deferral Unit Plan described below. DSUs are convertible into shares of Class A common stock at the time of cessation of service to the Board of Directors. DSUs include a cash dividend participation right equivalent to dividends paid on Class A common stock.

Lazard Ltd’s Directors’ Fee Deferral Unit Plan permits the Non-Executive Directors to elect to receive additional DSUs in lieu of some or all of their cash fees. The number of DSUs granted to a Non-Executive Director pursuant to this election will equal the value of cash fees that the applicable Non-Executive Director has elected to forego pursuant to such election, divided by the market value of a share of Class A common stock on the date immediately preceding the date of the grant. During the three month period ended March 31, 2019, 4,983 DSUs had been granted pursuant to such Plan.

DSU awards are expensed at their fair value on their date of grant, inclusive of amounts related to the Directors’ Fee Deferral Unit Plan.

28

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

The following is a summary of activity relating to RSUs and DSUs during the three month period ended March 31, 2019:

 

 

 

RSUs

 

 

DSUs

 

 

 

Units

 

 

Weighted

Average

Grant Date

Fair Value

 

 

Units

 

 

Weighted

Average

Grant Date

Fair Value

 

Balance, January 1, 2019

 

 

11,362,306

 

 

$

43.78

 

 

 

323,546

 

 

$

39.27

 

Granted (including 406,886 RSUs relating to dividend

   participation)

 

 

5,282,074

 

 

$

38.18

 

 

 

4,983

 

 

$

36.65

 

Forfeited

 

 

(21,323

)

 

$

44.04

 

 

 

-

 

 

 

-

 

Settled

 

 

(5,424,772

)

 

$

36.64

 

 

 

-

 

 

 

-

 

Balance, March 31, 2019

 

 

11,198,285

 

 

$

44.60

 

 

 

328,529

 

 

$

39.23

 

 

In connection with RSUs that settled during the three month period ended March 31, 2019, the Company satisfied its minimum statutory tax withholding requirements in lieu of delivering 1,976,674 shares of Class A common stock during such three month period. Accordingly, 3,448,098 shares of Class A common stock held by the Company were delivered during the three month period ended March 31, 2019.

As of March 31, 2019, estimated unrecognized RSU compensation expense was approximately $250,758, with such expense expected to be recognized over a weighted average period of approximately 1.0 years subsequent to March 31, 2019.

Restricted Stock

The following is a summary of activity related to shares of restricted Class A common stock associated with compensation arrangements during the three month period ended March 31, 2019:

 

 

 

Restricted

Shares

 

 

Weighted

Average

Grant Date

Fair Value

 

Balance, January 1, 2019

 

 

1,541,058

 

 

$

43.16

 

Granted

 

 

1,039,736

 

 

$

35.32

 

Forfeited

 

 

(7,776

)

 

$

37.29

 

Settled

 

 

(876,062

)

 

$

39.15

 

Balance, March 31, 2019

 

 

1,696,956

 

 

$

40.46

 

 

In connection with shares of restricted Class A common stock that settled during the three month period ended March 31, 2019, the Company satisfied its minimum statutory tax withholding requirements in lieu of delivering 321,508 shares of Class A common stock during such three month period. Accordingly, 554,554 shares of Class A common stock held by the Company were delivered during the three month period ended March 31, 2019.

The restricted stock awards include a cash dividend participation right equivalent to dividends paid on Class A common stock during the period, which will vest concurrently with the underlying restricted stock award. At March 31, 2019, estimated unrecognized restricted stock expense was approximately $43,712, with such expense to be recognized over a weighted average period of approximately 0.9 years subsequent to March 31, 2019.

PRSUs

PRSUs are RSUs that are subject to both performance-based and service-based vesting conditions. The number of shares of Class A common stock that a recipient will receive upon vesting of a PRSU will be calculated by reference to certain performance metrics that relate to Lazard Ltd’s performance over a three-year period. The target number of shares of Class A common stock subject to each PRSU is one; however, based on the achievement of the performance criteria, the number of shares of Class A common stock that may be received in connection with each PRSU generally can range from zero to two times the target number. PRSUs will vest on a single date approximately three years following the date of the grant, provided the applicable service and performance conditions are satisfied. In addition, the performance metrics applicable to each PRSU will be evaluated on an annual

29

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

basis at the end of each fiscal year during the performance period and, if Lazard Ltd has achieved a threshold level of performance with respect to the fiscal year, 25% of the target number of shares of Class A common stock subject to each PRSU will no longer be at risk of forfeiture based on the achievement of performance criteria. PRSUs include dividend participation rights that provide that during vesting periods, the target number of PRSUs (or, following the relevant performance period, the actual number of shares of Class A common stock that are no longer subject to performance conditions) receive dividend equivalents at the same rate that dividends are paid on Class A common stock during such periods. These dividend equivalents are credited as RSUs that are not subject to the performance-based vesting criteria but are otherwise subject to the same restrictions as the underlying PRSUs to which they relate.

The following is a summary of activity relating to PRSUs during the three month period ended March 31, 2019:

 

 

 

PRSUs

 

 

Weighted

Average

Grant Date

Fair Value

 

Balance, January 1, 2019

 

 

1,771,795

 

 

$

38.66

 

Settled

 

 

(1,049,153

)

 

$

32.38

 

Balance, March 31, 2019

 

 

722,642

 

 

$

47.77

 

 

In connection with certain PRSUs that settled during the three month period ended March 31, 2019, the Company satisfied its minimum statutory tax withholding requirements in lieu of delivering 145,174 of Class A common stock during such three month period. Accordingly, 903,979 shares of Class A common stock held by the Company were delivered during the three month period ended March 31, 2019.

Compensation expense recognized for PRSU awards is determined by multiplying the number of shares of Class A common stock underlying such awards that, based on the Company’s estimate, are considered probable of vesting, by the grant date fair value. As of March 31, 2019, the total estimated unrecognized compensation expense was approximately $5,177, and the Company expects to amortize such expense over a weighted-average period of approximately 0.8 years subsequent to March 31, 2019.

Profits Interest Participation Rights

In early 2019, the Company established a new long-term incentive compensation program consisting of profits interest participation rights, which are equity incentive awards that, subject to certain conditions, may be exchanged for shares of Class A common stock pursuant to the 2018 Plan. Pursuant to the program, in February 2019, the Company granted profits interest participation rights subject to service-based and performance-based vesting criteria and other conditions, which we refer to as performance-based restricted participation units (“PRPUs”), to each of the Company’s NEOs, and profits interest participation rights subject to service-based vesting criteria and other conditions to a limited number of other senior employees, pursuant to profits interest participation right agreements.  Profits interest participation rights generally provide for vesting approximately three years following the grant date, so long as applicable conditions have been satisfied.

Profits interest participation rights are a class of membership interests in the Company that are intended to qualify as “profits interests” for U.S. federal income tax purposes, and are recorded within members’ equity in the Company’s condensed consolidated statements of financial condition. The profits interest participation rights generally allow the recipient to realize value only to the extent that both (i) the service-based vesting conditions and, if applicable, the performance conditions, are satisfied, and (ii) an amount of economic appreciation in the assets of the Company occurs as necessary to satisfy certain partnership tax rules (referred to as the "Minimum Value Condition") before the fifth anniversary of the grant date, otherwise the profits interest participation rights will be forfeited.  Upon satisfaction of such conditions, profits interest participation rights that are in parity with the value of Class A common stock will be exchanged on a one-for-one basis for shares of Class A common stock. If forfeited based solely on failing to meet the Minimum Value Condition, the associated compensation expense cannot be reversed.  

Like outstanding RSUs and similar awards, profits interest participation rights will be subject to continued employment and other vesting conditions and restrictions and will be forfeited if those conditions and restrictions are not fulfilled.  In addition, profits interest participation rights must satisfy the Minimum Value Condition.  PRPUs, like outstanding PRSUs, will be subject to the achievement of incremental pre-established performance conditions and financial metrics and will only result in value to the recipient to the extent the conditions are satisfied.  Furthermore, vesting of profits interest participation rights will be subject to compliance with restrictive covenants including non-compete, non-solicitation of clients, no hire of employees and confidentiality, which are similar to those applicable to PRSUs and RSUs.

30

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

The number of shares of Class A common stock that a recipient will receive upon vesting of a PRPU award will be calculated by reference to applicable financial metrics.  The target number of shares of Class A common stock subject to each PRPU is one. Based on the achievement of performance criteria, as determined by the Compensation Committee, the number of shares of Class A common stock that may be received in connection with each PRPU award will range from zero to two times the target number.  Unless applicable performance conditions are satisfied during the three year performance period, and the Minimum Value Condition is satisfied within five years following the grant date, all PRPUs will be forfeited, and the recipients will not be entitled to any payments with respect to such awards.  

In addition, the performance metrics applicable to each PRPU will be evaluated on an annual basis at the end of each fiscal year during the performance period, and, if Lazard Ltd has achieved a threshold level of performance with respect to the fiscal year, 25% of the target number of shares of Class A common stock subject to the applicable units will no longer be at risk of forfeiture based on the achievement of performance criteria. Profits interest participation rights are allocated income, subject to vesting and settled in cash, in respect of dividends paid on Class A common stock.

 

The following is a summary of activity relating to profits interest participation rights, including PRPUs, during the three month period ended March 31, 2019:

 

 

 

Profits Interest Participation Rights

 

 

Weighted

Average

Grant Date

Fair Value

 

Balance, January 1, 2019

 

 

-

 

 

 

-

 

Granted (a)

 

 

1,462,702

 

 

$

38.65

 

Balance, March 31, 2019

 

 

1,462,702

 

 

$

38.65

 

 

(a)

Table includes the target number of PRPUs assuming the achievement of applicable performance conditions at the target level.

Compensation expense recognized for profits interest participation rights, including PRPUs, is determined by multiplying the number of shares of Class A common stock underlying such awards that, based on the Company’s estimate, are considered probable of vesting, by the grant date fair value.  As of March 31, 2019, the total estimated unrecognized compensation expense was approximately $38,066, and the Company expects to amortize such expense over a weighted-average period of approximately 0.9 years subsequent to March 31, 2019.

LFI and Other Similar Deferred Compensation Arrangements

Commencing in February 2011, the Company granted LFI to eligible employees. In connection with LFI and other similar deferred compensation arrangements, which generally require future service as a condition for vesting, the Company recorded a prepaid compensation asset and a corresponding compensation liability on the grant date based upon the fair value of the award. The prepaid asset is amortized on a straight-line basis over the applicable vesting periods or requisite service periods (which are generally similar to the comparable periods for RSUs), and is charged to “compensation and benefits” expense within the Company’s condensed consolidated statement of operations. LFI and similar deferred compensation arrangements that do not require future service are expensed immediately. The related compensation liability is accounted for at fair value as a derivative liability, which contemplates the impact of estimated forfeitures, and is adjusted for changes in fair value primarily related to changes in value of the underlying investments.

31

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

The following is a summary of activity relating to LFI and other similar deferred compensation arrangements during the three month periods ended March 31, 2019 and 2018:

 

 

 

Prepaid

Compensation

Asset

 

 

Compensation

Liability

 

Balance, January 1, 2019

 

$

76,362

 

 

$

188,022

 

Granted

 

 

101,017

 

 

 

101,017

 

Settled

 

 

-

 

 

 

(62,997

)

Forfeited

 

 

(210

)

 

 

(314

)

Amortization

 

 

(16,380

)

 

 

-

 

Change in fair value related to:

 

 

 

 

 

 

 

 

Increase in fair value of underlying investments

 

 

-

 

 

 

13,870

 

Adjustment for estimated forfeitures

 

 

-

 

 

 

1,658

 

Other

 

 

1,118

 

 

 

715

 

Balance, March 31, 2019

 

$

161,907

 

 

$

241,971

 

 

 

 

Prepaid

Compensation

Asset

 

 

Compensation

Liability

 

Balance, January 1, 2018

 

$

60,355

 

 

$

182,301

 

Granted

 

 

103,947

 

 

 

103,947

 

Settled

 

 

-

 

 

 

(72,979

)

Forfeited

 

 

(84

)

 

 

(138

)

Amortization

 

 

(15,373

)

 

 

-

 

Change in fair value related to:

 

 

 

 

 

 

 

 

Decrease in fair value of underlying investments

 

 

-

 

 

 

(1,436

)

Adjustment for estimated forfeitures

 

-

 

 

 

517

 

Other

 

 

251

 

 

 

204

 

Balance, March 31, 2018

 

$

149,096

 

 

$

212,416

 

 

The amortization of the prepaid compensation asset will generally be recognized over a weighted average period of approximately 1.0 years subsequent to March 31, 2019.

The following is a summary of the impact of LFI and other similar deferred compensation arrangements on “compensation and benefits” expense within the accompanying condensed consolidated statements of operations for the three month periods ended March 31, 2019 and 2018:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

Amortization, net of forfeitures

 

$

17,934

 

 

$

15,836

 

Change in the fair value of underlying investments

 

 

13,870

 

 

 

(1,436

)

Total

 

$

31,804

 

 

$

14,400

 

 

 

15.

EMPLOYEE BENEFIT PLANS

The Company provides retirement and other post-retirement benefits to certain of its employees through defined benefit pension plans (the “pension plans”). The Company also offers defined contribution plans to its employees. The pension plans generally provide benefits to participants based on average levels of compensation. Expenses related to the Company’s employee benefit plans are included in “compensation and benefits” expense for the service cost component, and “operating expenses—other” for the other components of benefit costs on the condensed consolidated statements of operations.

32

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

Employer Contributions to Pension Plans—The Company’s funding policy for its U.S. and non-U.S. pension plans is to fund when required or when applicable upon an agreement with the plans’ trustees. Management also evaluates from time to time whether to make voluntary contributions to the plans.

The following table summarizes the components of net periodic benefit cost (credit) related to the Company’s pension plans for the three month periods ended March 31, 2019 and 2018:

 

 

 

Pension Plans

 

 

 

Three Months Ended March 31,

 

 

 

2019

 

 

2018

 

Components of Net Periodic Benefit Cost (Credit):

 

 

 

 

 

 

 

 

Service cost

 

$

207

 

 

$

230

 

Interest cost

 

 

3,902

 

 

 

4,062

 

Expected return on plan assets

 

 

(7,026

)

 

 

(7,783

)

Amortization of:

 

 

 

 

 

 

 

 

Prior service cost

 

 

29

 

 

 

-

 

Net actuarial loss (gain)

 

 

1,281

 

 

 

1,278

 

Settlement loss

 

 

1,783

 

 

 

-

 

Net periodic benefit cost (credit)

 

$

176

 

 

$

(2,213

)

 

 

16.

INCOME TAXES

Although a portion of Lazard Group’s income is subject to U.S. federal income taxes, Lazard Group primarily operates in the U.S. as a limited liability company that is treated as a partnership for U.S. federal income tax purposes. As a result, Lazard Group’s income from its U.S. operations is generally not subject to U.S. federal income taxes because such income is attributable to its partners. Lazard Group, through its subsidiaries, is subject to state and local taxes on its income apportioned to various state and local jurisdictions. Outside the U.S., Lazard Group operates principally through subsidiary corporations that are subject to local income taxes in foreign jurisdictions. Lazard Group is also subject to Unincorporated Business Tax (“UBT”) attributable to its operations apportioned to New York City.

The Company recorded income tax provisions of $15,988 and $18,615 for the three month periods ended March 31, 2019 and 2018, respectively, representing effective tax rates of 14.7% and 10.0%, respectively. The difference between the U.S. federal statutory rate of 21.0% and the effective tax rates reflected above principally relates to (i) Lazard Group primarily operating as a limited liability company in the U.S., (ii) taxes payable to foreign jurisdictions, (iii) excess net tax benefit for share-based incentive compensation, (iv) change in the valuation allowance affecting the provision for income taxes, (v) U.S. state and local taxes, which are incremental to the U.S. federal statutory tax rate, and (vi) impact of U.S. tax reform, including base erosion and anti-abuse tax.

 

 

17.

RELATED PARTIES

Receivables from and Payables to Lazard Ltd Subsidiaries

Lazard Group’s receivables from subsidiaries of Lazard Ltd at March 31, 2019 included interest-bearing loans of $23,414, including accrued interest thereon. Interest income relating to interest-bearing loans with subsidiaries of Lazard Ltd amounted to $15 and $21 for the three month periods ended March 31, 2019 and 2018, respectively.

Lazard Group’s payables to subsidiaries of Lazard Ltd at March 31, 2019 and December 31, 2018 included interest-bearing loans, including interest thereon, of $62,029 and $60,875, respectively. Interest expense relating to interest-bearing loans with subsidiaries of Lazard Ltd amounted to $887 and $973 for the three month periods ended March 31, 2019 and 2018, respectively.

33

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

Sponsored Funds

The Company serves as an investment advisor for certain affiliated investment companies and fund entities and receives management fees and, for the alternative investment funds, performance-based incentive fees for providing such services. Investment advisory fees relating to such services were $144,170 and $181,309 for the three month periods ended March 31, 2019 and 2018, respectively, and are included in “asset management fees” on the condensed consolidated statements of operations. Of such amounts, $52,040 and $59,304 remained as receivables at March 31, 2019 and December 31, 2018, respectively, and are included in “fees receivable” on the condensed consolidated statements of financial condition.

Other

In the first quarter of 2019, the Company recognized approximately $3,000 of investment banking and other advisory fees pertaining to financial advisory services provided to a company of which a member of the Company’s Board of Directors served as Chairman and CEO. The engagement terms were negotiated in the ordinary course of business on an arms-length basis.

See Note 13 for information regarding related party transactions pertaining to shares repurchased from certain of our executive officers.

 

 

18.

REGULATORY AUTHORITIES

LFNY is a U.S. registered broker-dealer and is subject to the net capital requirements of Rule 15c3-1 under the Exchange Act. Under the basic method permitted by this rule, the minimum required net capital, as defined, is a specified fixed percentage (6 2/3%) of total aggregate indebtedness recorded in LFNY’s Financial and Operational Combined Uniform Single (“FOCUS”) report filed with the Financial Industry Regulatory Authority (“FINRA”), or $100, whichever is greater. In addition, the ratio of aggregate indebtedness (as defined) to net capital may not exceed 15:1. At March 31, 2019, LFNY’s regulatory net capital was $62,245, which exceeded the minimum requirement by $60,157. LFNY’s aggregate indebtedness to net capital ratio was 0.50:1 as of March 31, 2019.

Certain U.K. subsidiaries of the Company, including LCL, Lazard Fund Managers Limited and Lazard Asset Management Limited (collectively, the “U.K. Subsidiaries”) are regulated by the Financial Conduct Authority. At March 31, 2019, the aggregate regulatory net capital of the U.K. Subsidiaries was $175,591, which exceeded the minimum requirement by $158,550.

CFLF, under which asset management and commercial banking activities are carried out in France, is subject to regulation by the Autorité de Contrôle Prudentiel et de Résolution (“ACPR”) for its banking activities conducted through its subsidiary, LFB. LFB, as a registered bank, is engaged primarily in commercial and private banking services for clients and funds managed by LFG (asset management) and other clients, and asset-liability management. The investment services activities of the Paris group, exercised through LFB and other subsidiaries of CFLF, primarily LFG, also are subject to regulation and supervision by the Autorité des Marchés Financiers. At March 31, 2019, the consolidated regulatory net capital of CFLF was $125,741, which exceeded the minimum requirement set for regulatory capital levels by $70,978. In addition, pursuant to the consolidated supervision rules in the European Union, LFB, in particular, as a French credit institution, is required to be supervised by a regulatory body, either in the U.S. or in the European Union. During the third quarter of 2013, the Company and the ACPR agreed on terms for the consolidated supervision of LFB and certain other non-Financial Advisory European subsidiaries of the Company (referred to herein, on a combined basis, as the “combined European regulated group”) under such rules. Under this supervision, the combined European regulated group is required to comply with minimum requirements for regulatory net capital to be reported on a quarterly basis and satisfy periodic financial and other reporting obligations. At December 31, 2018, the regulatory net capital of the combined European regulated group was $157,783, which exceeded the minimum requirement set for regulatory capital levels by $56,330. Additionally, the combined European regulated group, together with our European Financial Advisory entities, is required to perform an annual risk assessment and provide certain other information on a periodic basis, including financial reports and information relating to financial performance, balance sheet data and capital structure.

Certain other U.S. and non-U.S. subsidiaries are subject to various capital adequacy requirements promulgated by various regulatory and exchange authorities in the countries in which they operate. At March 31, 2019, for those subsidiaries with regulatory capital requirements, their aggregate net capital was $151,125, which exceeded the minimum required capital by $122,820.

At March 31, 2019, each of these subsidiaries individually was in compliance with its regulatory capital requirements.

34

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

Any new or expanded rules and regulations that may be adopted in countries in which we operate (including regulations that have not yet been proposed) could affect us in other ways.

 

 

19.

SEGMENT INFORMATION

The Company’s reportable segments offer different products and services and are managed separately as different levels and types of expertise are required to effectively manage the segments’ transactions. Each segment is reviewed to determine the allocation of resources and to assess its performance. The Company’s principal operating activities are included in its Financial Advisory and Asset Management business segments as described in Note 1. In addition, as described in Note 1, the Company records selected other activities in its Corporate segment.

The Company’s segment information for the three month periods ended March 31, 2019 and 2018 is prepared using the following methodology:

 

•

Revenue and expenses directly associated with each segment are included in determining operating income.

 

•

Expenses not directly associated with specific segments are allocated based on the most relevant measures applicable, including headcount, square footage and other factors.

 

•

Segment assets are based on those directly associated with each segment, and include an allocation of certain assets relating to various segments, based on the most relevant measures applicable, including headcount, square footage and other factors.

The Company allocates investment gains and losses, interest income and interest expense among the various segments based on the segment in which the underlying asset or liability is reported.

Each segment’s operating expenses include (i) compensation and benefits expenses incurred directly in support of the businesses and (ii) other operating expenses, which include directly incurred expenses for occupancy and equipment, marketing and business development, technology and information services, professional services, fund administration and outsourced services and indirect support costs (including compensation and other operating expenses related thereto) for administrative services. Such administrative services include, but are not limited to, accounting, tax, human resources, legal, facilities management and senior management activities.

35

LAZARD GROUP LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(UNAUDITED)

(dollars in thousands, unless otherwise noted)

 

Management evaluates segment results based on net revenue and operating income (loss) and believes that the following information provides a reasonable representation of each segment’s contribution with respect to net revenue, operating income (loss) and total assets:

 

 

 

 

 

Three Months Ended

 

 

 

 

 

March 31,

 

 

 

 

 

2019

 

 

2018

 

Financial Advisory

 

Net Revenue

 

$

321,926

 

 

$

408,467

 

 

 

Operating Expenses

 

 

274,035

 

 

 

322,508

 

 

 

Operating Income

 

$

47,891

 

 

$

85,959

 

Asset Management

 

Net Revenue

 

$

301,833

 

 

$

354,283

 

 

 

Operating Expenses

 

 

207,348

 

 

 

229,669

 

 

 

Operating Income

 

$

94,485

 

 

$

124,614

 

Corporate

 

Net Revenue

 

$

2,243

 

 

$

(9,489

)

 

 

Operating Expenses

 

 

35,756

 

 

 

14,132

 

 

 

Operating Loss

 

$

(33,513

)

 

$

(23,621

)

Total

 

Net Revenue

 

$

626,002

 

 

$

753,261

 

 

 

Operating Expenses

 

 

517,139

 

 

 

566,309

 

 

 

Operating Income

 

$

108,863

 

 

$

186,952

 

 

 

 

As Of

 

 

 

March 31, 2019

 

 

December 31, 2018

 

Total Assets

 

 

 

 

 

 

 

 

Financial Advisory

 

$

1,037,589

 

 

$

829,898

 

Asset Management

 

 

698,694

 

 

 

728,220

 

Corporate

 

 

3,218,448

 

 

 

2,831,357

 

Total

 

$

4,954,731

 

 

$

4,389,475

 

 

 

 

36

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with Lazard Group’s condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q (the “Form 10-Q”), as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) included in our Annual Report on Form 10-K for the year ended December 31, 2018 (the “Form 10-K”). All references to “2019,” “2018,” “first quarter” or “the period” refer to, as the context requires, the three month periods ended March 31, 2019 and March 31, 2018.

Forward-Looking Statements and Certain Factors that May Affect Our Business

Management has included in Parts I and II of this Form 10-Q, including in its MD&A, statements that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal” or “continue,” and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies, business plans and initiatives and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These factors include, but are not limited to, those discussed in our Form 10-K under the caption “Risk Factors,” including the following:

 

•

a decline in general economic conditions or the global or regional financial markets;

 

•

a decline in our revenues, for example due to a decline in overall mergers and acquisitions (“M&A”) activity, our share of the M&A market or our assets under management (“AUM”);

 

•

losses caused by financial or other problems experienced by third parties;

 

•

losses due to unidentified or unanticipated risks;

 

•

a lack of liquidity, i.e., ready access to funds, for use in our businesses; and

 

•

competitive pressure on our businesses and on our ability to retain and attract employees at current compensation levels.

These risks and uncertainties are not exhaustive. Other sections of the Form 10-K and this Form 10-Q describe additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of this Form 10-Q to conform our prior statements to actual results or revised expectations and we do not intend to do so.

Forward-looking statements include, but are not limited to, statements about:

 

•

financial goals, including ratios of compensation and benefits expense to operating revenue;

 

•

ability to deploy surplus cash through distributions to members, purchases of Class A common stock and debt repurchases;

 

•

possible or assumed future results of operations and operating cash flows;

 

•

strategies and investment policies;

 

•

financing plans and the availability of short-term borrowing;

 

•

competitive position;

 

•

future acquisitions, including the consideration to be paid and the timing of consummation;

 

•

potential growth opportunities available to our businesses;

 

•

potential impact of investments in our technology infrastructure and data science capabilities;

37

 

 

•

recruitment and retention of our managing directors and employees;

 

•

potential levels of compensation expense, including awarded compensation and benefits expense and adjusted compensation and benefits expense, and non-compensation expense;

 

•

potential operating performance, achievements, productivity improvements, efficiency and cost reduction efforts;

 

•

likelihood of success and impact of litigation;

 

•

expected tax rates, including effective tax rates;

 

•

changes in interest and tax rates;

 

•

availability of certain tax benefits, including certain potential deductions;

 

•

potential impact of certain events or circumstances on our financial statements;

 

•

changes in foreign currency exchange rates;

 

•

expectations with respect to the economy, the securities markets, the market for mergers, acquisitions, restructuring and other financial advisory activity, the market for asset management activity and other macroeconomic, regional and industry trends;

 

•

effects of competition on our business; and

 

•

impact of new or future legislation and regulation, including tax laws and regulations, on our business.

The Company is committed to providing timely and accurate information to the investing public, consistent with our legal and regulatory obligations. To that end, the Company uses its website, its twitter account (twitter.com/Lazard) and other social media sites to convey information about our businesses, including the anticipated release of quarterly financial results, quarterly financial, statistical and business-related information, and the posting of updates of AUM in our Asset Management business. Investors can link to Lazard Ltd, Lazard Group and their operating company websites through http://www.lazard.com. Our websites and social media sites and the information contained therein or connected thereto shall not be deemed to be incorporated into this Form 10-Q.

Business Summary

Lazard is one of the world’s preeminent financial advisory and asset management firms. We have long specialized in crafting solutions to the complex financial and strategic challenges of a diverse set of clients around the world, including corporations, governments, institutions, partnerships and individuals. Founded in 1848 in New Orleans, we currently operate from 43 cities in key business and financial centers across 27 countries throughout North America, Europe, Asia, Australia, the Middle East, and Central and South America.

Our primary business purpose is to serve our clients. Our deep roots in business centers around the world form a global network of relationships with key decision-makers in corporations, governments and investing institutions. This network is both a competitive strength and a powerful resource for Lazard and our clients. As a firm that competes on the quality of our advice, we have two fundamental assets: our people and our reputation.

We operate in cyclical businesses across multiple geographies, industries and asset classes. In recent years, we have expanded our geographic reach, bolstered our industry expertise and continued to build in growth areas. Companies, government bodies and investors seek independent advice with a geographic perspective, deep understanding of capital structure, informed research and knowledge of global, regional and local economic conditions. We believe that our business model as an independent advisor will continue to create opportunities for us to attract new clients and key personnel.

Our principal sources of revenue are derived from activities in the following business segments:

 

•

Financial Advisory, which offers corporate, partnership, institutional, government, sovereign and individual clients across the globe a wide array of financial advisory services regarding M&A, capital advisory, restructurings, shareholder advisory, sovereign advisory, capital raising and other strategic advisory, and

 

•

Asset Management, which offers a broad range of global investment solutions and investment management services in equity and fixed income strategies, asset allocation strategies, alternative investments and private equity funds to corporations, public funds, sovereign entities, endowments and foundations, labor funds, financial intermediaries and private clients.

38

 

In addition, we record selected other activities in our Corporate segment, including management of cash, investments, deferred tax assets, outstanding indebtedness, certain contingent obligations, and assets and liabilities associated with Lazard Group’s Paris-based subsidiary, Lazard Frères Banque SA (“LFB”).

Our consolidated net revenue was derived from the following segments:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

Financial Advisory

 

 

52

%

 

 

54

%

Asset Management

 

 

48

 

 

 

47

 

Corporate

 

 

-

 

 

 

(1

)

Total

 

 

100

%

 

 

100

%

 

We also invest our own capital from time to time, generally alongside capital of qualified institutional and individual investors in alternative investments or private equity investments, and, since 2005, we have engaged in a number of alternative investments and private equity activities, including, historically, investments through (i) Edgewater, our Chicago-based private equity firm and (ii) a fund targeting significant noncontrolling-stake investments in established private companies. We also make investments to seed our Asset Management strategies.

Business Environment and Outlook

Economic and global financial market conditions can materially affect our financial performance. As described above, our principal sources of revenue are derived from activities in our Financial Advisory and Asset Management business segments. As our Financial Advisory revenues are primarily dependent on the successful completion of merger, acquisition, restructuring, capital raising or similar transactions, and our Asset Management revenues are primarily driven by the levels of AUM, weak economic and global financial market conditions can result in a challenging business environment for M&A and capital-raising activity as well as our Asset Management business, but may provide opportunities for our restructuring business.

On an ongoing basis, regional, macroeconomic and geopolitical factors, including trade policy and regional tax and regulatory reform, may impact our business. The U.S. economy remains healthy. The European economy’s growth rate has slowed. Global borrowing costs remain low.

Our outlook with respect to our Financial Advisory and Asset Management businesses is described below.

 

•

Financial Advisory—The fundamentals for continued M&A activity appear to remain in place. We believe our Financial Advisory business is in a strong competitive position as demand continues for expert, independent strategic advice that can be levered across geographies and our range of capabilities. The global scale and breadth of our Financial Advisory business allows us to advise on a wide range of strategic and restructuring transactions across a variety of industries. In addition, we believe our businesses throughout the emerging markets position us for growth in these markets, while enhancing our relationships with, and the services that we can provide to, clients in other economies. We continue to invest for growth in our Financial Advisory business and to hire talented senior professionals selectively.

 

 

•

Asset Management—In the short to intermediate term, we expect most investor demand will come from defined benefit and defined contribution plans in the developed economies because of their sheer scope and size. Over the longer term, and depending upon local market conditions, we would expect an increasing share of our AUM to come from the developing economies around the globe, as their retirement systems evolve and individual wealth is increasingly deployed in the financial markets. Given our diversified investment platform and our ability to provide investment solutions for a global mix of clients, we believe we are positioned to benefit from growth that may occur in the asset management industry. We are continually developing and seeding new investment strategies that extend our existing platforms and assessing potential product acquisitions or other inorganic growth opportunities. Recent examples of growth initiatives include the following investment strategies: various Quantitative Equity strategies, various Multi-Asset strategies, an International Value strategy, a Global Equity Franchise strategy, and a Market Neutral Quantitative Equity strategy.

We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge continuously, and it is not possible for our management to predict all risks and uncertainties, nor can we assess the impact of all potentially applicable factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. See Item 1A, “Risk Factors” in our Form 10-K. Furthermore, net income and revenue in any period may not be indicative of full-year results or the results of any other period and may vary significantly from year to year and quarter to quarter.

39

 

Overall, we continue to focus on the development of our business, including the generation of stable revenue growth, earnings growth and member returns, the evaluation of potential growth opportunities, the investment in new technology to support the development of existing and new business opportunities, the prudent management of our costs and expenses, the efficient use of our assets and the return of equity to our members.

Certain data with respect to our Financial Advisory and Asset Management businesses is included below.

Financial Advisory

As reflected in the following table, which sets forth global M&A industry statistics, the value and number of all completed transactions, including the subset of completed transactions involving values greater than $500 million, decreased in the first quarter of 2019 as compared to 2018. With respect to announced M&A transactions, the value and number of all transactions, including the subset of announced transactions involving values greater than $500 million, decreased in the first quarter of 2019 as compared to 2018.

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

 

%

Incr / (Decr)

 

 

 

($ in billions)

 

Completed M&A Transactions:

 

 

 

 

 

 

 

 

 

 

 

 

All deals:

 

 

 

 

 

 

 

 

 

 

 

 

Value

 

$

848

 

 

$

935

 

 

 

(9

)%

Number

 

 

7,116

 

 

 

9,547

 

 

 

(25

)%

Deals Greater than $500 million:

 

 

 

 

 

 

 

 

 

 

 

 

Value

 

$

671

 

 

$

716

 

 

 

(6

)%

Number

 

 

251

 

 

 

310

 

 

 

(19

)%

Announced M&A Transactions:

 

 

 

 

 

 

 

 

 

 

 

 

All deals:

 

 

 

 

 

 

 

 

 

 

 

 

Value

 

$

1,013

 

 

$

1,177

 

 

 

(14

)%

Number

 

 

7,392

 

 

 

9,586

 

 

 

(23

)%

Deals Greater than $500 million:

 

 

 

 

 

 

 

 

 

 

 

 

Value

 

$

834

 

 

$

956

 

 

 

(13

)%

Number

 

 

243

 

 

 

313

 

 

 

(22

)%

 

Source: Dealogic as of April 3, 2019.

Global restructuring activity during the first quarter of 2019, as measured by the number of corporate defaults, decreased as compared to the first quarter of 2018. The number of defaulting issuers decreased to 20 in the first quarter of 2019, according to Moody’s Investors Service, Inc., as compared to 30 in the first quarter of 2018.

Net revenue trends in Financial Advisory are generally correlated to the level of completed industry-wide M&A transactions and restructuring transactions occurring subsequent to corporate debt defaults, respectively. However, deviations from this relationship can occur in any given year for a number of reasons. For instance, our results can diverge from industry-wide activity where there are material variances from the level of industry-wide M&A activity in a particular market where Lazard has significant market share, or regarding the relative number of our advisory engagements with respect to larger-sized transactions, and where we are involved in non-public or sovereign advisory assignments.

40

 

Asset Management

Equity market indices for major markets at March 31, 2019 generally increased as compared to such indices at December 31, 2018. The percentage change in major equity market indices at March 31, 2019, as compared to such indices at December 31, 2018, and at March 31, 2018, is shown in the table below.

 

 

 

Percentage Changes

March 31, 2019 vs.

 

 

 

December 31,

2018

 

 

March 31,

2018

 

MSCI World Index

 

 

13

%

 

 

5

%

Euro Stoxx

 

 

12

%

 

 

4

%

MSCI Emerging Market

 

 

10

%

 

 

(7

)%

S&P 500

 

 

14

%

 

 

9

%

 

The fees that we receive for providing investment management and advisory services are primarily driven by the level of AUM and the nature of the AUM product mix. Accordingly, market movements, foreign currency exchange rate volatility and changes in our AUM product mix will impact the level of revenues we receive from our Asset Management business when comparing periodic results. A substantial portion of our AUM is invested in equities. Movements in AUM during the period generally reflect the changes in equity market indices.

Financial Statement Overview

Net Revenue

The majority of Lazard’s Financial Advisory net revenue historically has been earned from the successful completion of M&A transactions, capital advisory services, capital raising, restructuring, shareholder advisory, sovereign advisory and other strategic advisory matters. The main drivers of Financial Advisory net revenue are overall M&A activity, the level of corporate debt defaults and the environment for capital raising activities, particularly in the industries and geographic markets in which Lazard focuses. In some client engagements, often those involving financially distressed companies, revenue is earned in the form of retainers and similar fees that are contractually agreed upon with each client for each assignment and are not necessarily linked to the completion of a transaction. In addition, Lazard also earns fees from providing strategic advice to clients, with such fees not being dependent on a specific transaction, and may also earn fees in connection with public and private securities offerings. Significant fluctuations in Financial Advisory net revenue can occur over the course of any given year, because a significant portion of such net revenue is earned upon the successful completion of a transaction, restructuring or capital raising activity, the timing of which is uncertain and is not subject to Lazard’s control.

Lazard’s Asset Management segment principally includes Lazard Asset Management LLC (together with its subsidiaries, “LAM”), Lazard Frères Gestion SAS (“LFG”) and Edgewater. Asset Management net revenue is derived from fees for investment management and advisory services provided to clients. As noted above, the main driver of Asset Management net revenue is the level and product mix of AUM, which is generally influenced by the performance of the global equity markets and, to a lesser extent, fixed income markets as well as Lazard’s investment performance, which impacts its ability to successfully attract and retain assets. As a result, fluctuations (including timing thereof) in financial markets and client asset inflows and outflows have a direct effect on Asset Management net revenue and operating income. Asset Management fees are generally based on the level of AUM measured daily, monthly or quarterly, and an increase or reduction in AUM, due to market price fluctuations, currency fluctuations, changes in product mix, or net client asset flows will result in a corresponding increase or decrease in management fees. The majority of our investment advisory contracts are generally terminable at any time or on notice of 30 days or less. Institutional and individual clients, and firms with which we have strategic alliances, can terminate their relationship with us, reduce the aggregate amount of AUM or shift their funds to other types of accounts with different rate structures for a number of reasons, including investment performance, changes in prevailing interest rates and financial market performance. In addition, as Lazard’s AUM includes significant amounts of assets that are denominated in currencies other than U.S. Dollars, changes in the value of the U.S. Dollar relative to foreign currencies will impact the value of Lazard’s AUM and the overall amount of management fees generated by the AUM. Fees vary with the type of assets managed and the vehicle in which they are managed, with higher fees earned on equity assets and alternative investment funds, such as hedge funds and private equity funds, and lower fees earned on fixed income and cash management products.

The Company earns performance-based incentive fees on various investment products, including traditional products and alternative investment funds, such as hedge funds and private equity funds.

41

 

For hedge funds, incentive fees are calculated based on a specified percentage of a fund’s net appreciation, in some cases in excess of established benchmarks or thresholds. The Company records incentive fees on traditional products and hedge funds at the end of the relevant performance measurement period, when potential uncertainties regarding the ultimate realizable amounts have been determined. The incentive fee measurement period is generally an annual period (unless an account terminates or redemption occurs during the year). The incentive fees received at the end of the measurement period are not subject to reversal or payback. Incentive fees on hedge funds are often subject to loss carryforward provisions in which losses incurred by the hedge funds in any year are applied against certain gains realized by the hedge funds in future periods before any incentive fees can be earned.

For private equity funds, incentive fees may be earned in the form of a “carried interest” if profits arising from realized investments exceed a specified threshold. Typically, such carried interest is ultimately calculated on a whole-fund basis and, therefore, clawback of carried interest during the life of the fund can occur. As a result, incentive fees earned on our private equity funds are not recognized until potential uncertainties regarding the ultimate realizable amounts have been determined, including any potential for clawback.

Corporate segment net revenue consists primarily of investment gains and losses on the Company’s “seed investments” related to our Asset Management business and principal investments in private equity funds, net of hedging activities, as well as gains and losses on investments held in connection with Lazard Fund Interests (“LFI”) and interest income and interest expense. Corporate net revenue also can fluctuate due to changes in the fair value of equity securities and investments classified as “trading”, as well as due to changes in interest and currency exchange rates and in the levels of cash, investments and indebtedness.

Although Corporate segment net revenue during 2019 is not significant compared to Lazard’s net revenue, total assets in the Corporate segment represented 65% of Lazard’s consolidated total assets as of March 31, 2019, which are attributable to cash and cash equivalents, investments in debt and equity securities, interests in alternative investment, debt, equity and private equity funds, deferred tax assets and certain assets associated with LFB.

Operating Expenses

The majority of Lazard’s operating expenses relate to compensation and benefits for managing directors and employees. Our compensation and benefits expense includes (i) salaries and benefits, (ii) amortization of the relevant portion of previously granted deferred incentive compensation awards, including (a) share-based incentive compensation under the Lazard Ltd 2018 Incentive Compensation Plan (the “2018 Plan”) and the Lazard Ltd 2008 Incentive Compensation Plan (the “2008 Plan”), and (b) LFI and other similar deferred compensation arrangements (see Note 14 of Notes to Condensed Consolidated Financial Statements), (iii) a provision for discretionary or guaranteed cash bonuses and profit pools and (iv) when applicable, severance payments. Compensation expense in any given period is dependent on many factors, including general economic and market conditions, our actual and forecasted operating and financial performance, staffing levels, estimated forfeiture rates, competitive pay conditions and the nature of revenues earned, as well as the mix between current and deferred compensation.

For interim periods, we use “adjusted compensation and benefits expense” and the ratio of “adjusted compensation and benefits expense” to “operating revenue,” both non-GAAP measures, for comparison of compensation and benefits expense between periods. For the reconciliations and calculations with respect to “adjusted compensation and benefits expense” and related ratios to “operating revenue,” see the table under “Consolidated Results of Operations” below.

We believe that “awarded compensation and benefits expense” and the ratio of “awarded compensation and benefits expense” to “operating revenue,” both non-GAAP measures, are the most appropriate measures to assess the annual cost of compensation and provide the most meaningful basis for comparison of compensation and benefits expense between present, historical and future years. “Awarded compensation and benefits expense” for a given year is calculated using “adjusted compensation and benefits expense,” also a non-GAAP measure, as modified by the following items:

 

•

we deduct amortization expense recorded for accounting principles generally accepted in the United States of America (“U.S. GAAP”) purposes in the fiscal year associated with deferred incentive compensation awards;

 

•

we add incentive compensation with respect to the fiscal year, which is comprised of:

 

(i)

the deferred incentive compensation awards granted in the year-end compensation process with respect to the fiscal year (e.g., deferred incentive compensation awards granted in 2019 related to the 2018 year-end compensation process), including performance-based restricted stock unit (“PRSU”) and performance-based restricted participation unit (“PRPU”) awards (based on the target payout level);

42

 

 

(ii)

the portion of investments in people (e.g., “sign-on” bonuses or retention awards) and other special deferred incentive compensation awards that is applicable to the fiscal year the award becomes effective; and

 

(iii)

amounts in excess of the target payout level for PRSU and PRPU awards at the end of their respective performance periods; and

 

•

we reduce the amounts in (i), (ii) and (iii) above by an estimate of future forfeitures with respect to such awards.

Compensation and benefits expense is the largest component of our operating expenses. We seek to maintain discipline with respect to compensation, including the rate at which we award deferred compensation. Our goal is to maintain a ratio of awarded compensation and benefits expense to operating revenue and a ratio of adjusted compensation and benefits expense to operating revenue over the cycle in the mid- to high-50s percentage range, which compares to 55.7% and 55.0%, respectively, for the year ended December 31, 2018. While we have implemented policies and initiatives that we believe will assist us in maintaining ratios within this range, there can be no guarantee that we will continue to maintain such ratios, or that our policies or initiatives will not change, in the future. We may benefit from pressure on compensation costs within the financial services industry in future periods; however, increased competition for senior professionals, changes in the macroeconomic environment or the financial markets generally, lower operating revenue resulting from, for example, a decrease in M&A activity, our share of the M&A market or our AUM levels, changes in the mix of revenues from our businesses, investments in our businesses or various other factors could prevent us from achieving this goal.

Our operating expenses also include “non-compensation expense”, which includes costs for occupancy and equipment, marketing and business development, technology and information services, professional services, fund administration and outsourced services and other expenses. Our occupancy costs represent a significant portion of our aggregate operating expenses and are subject to change from time to time, particularly as leases for real property expire and are renewed or replaced with new, long-term leases for the same or other real property. In 2019, non-compensation expense included expenses related to the redemption of the Company’s 4.25% senior notes due 2020 (the “2020 Notes”).

We believe that “adjusted non-compensation expense”, a non-GAAP measure, provides a more meaningful basis for our investors to assess our operating results. For calculations with respect to “adjusted non-compensation expense”, see the table under “Consolidated Results of Operations” below.

Our operating expenses also include “amortization and other acquisition-related (benefits) costs” which includes the change in fair value of the contingent consideration associated with business acquisitions.

Provision for Income Taxes

Lazard Group primarily operates in the U.S. as a limited liability company that is treated as a partnership for U.S. federal income tax purposes. As a result, Lazard Group’s income pertaining to the limited liability company is not subject to U.S. federal income tax because taxes associated with such income represent obligations of its partners. Lazard Group, through its subsidiaries, is subject to state and local taxes on its income apportioned to various state and local jurisdictions. Outside the U.S., Lazard Group operates principally through subsidiary corporations that are subject to local income taxes in foreign jurisdictions. Lazard Group is also subject to Unincorporated Business Tax (“UBT”) attributable to its operations apportioned to New York City.

See “Critical Accounting Policies and Estimates—Income Taxes” below and Note 16 of Notes to Condensed Consolidated Financial Statements for additional information regarding income taxes and our deferred tax assets.

Noncontrolling Interests

Noncontrolling interests primarily consist of amounts related to Edgewater’s management vehicles that the Company is deemed to control but not own. See Note 13 of Notes to Condensed Consolidated Financial Statements for information regarding the Company’s noncontrolling interests.

Consolidated Results of Operations

Lazard’s condensed consolidated financial statements are presented in U.S. Dollars. Many of our non-U.S. subsidiaries have a functional currency (i.e., the currency in which operational activities are primarily conducted) that is other than the U.S. Dollar, generally the currency of the country in which the subsidiaries are domiciled. Such subsidiaries’ assets and liabilities are translated into U.S. Dollars using exchange rates as of the respective balance sheet date, while revenue and expenses are translated at average exchange rates during the respective periods based on the daily closing exchange rates. Adjustments that result from translating amounts from a subsidiary’s functional currency are reported as a component of members’ equity. Foreign currency remeasurement gains and losses on transactions in non-functional currencies are included in the condensed consolidated statements of operations.

43

 

A portion of our net revenue is derived from transactions that are denominated in currencies other than the U.S. Dollar. Net revenue for the three month period ended March 31, 2019 was negatively impacted by exchange rate movements in comparison to the relevant prior year period. The majority of the impact to net revenue was offset by the impact of the exchange rate movements on our operating expenses during the periods denominated in currencies other than the U.S. Dollar.

The condensed consolidated financial statements are prepared in conformity with U.S. GAAP. Selected financial data derived from the Company’s reported condensed consolidated results of operations is set forth below, followed by a more detailed discussion of both the consolidated and business segment results.

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

 

 

($ in thousands)

 

Net Revenue

 

$

626,002

 

 

$

753,261

 

Operating Expenses:

 

 

 

 

 

 

 

 

Compensation and benefits

 

 

370,248

 

 

 

403,307

 

Non-compensation

 

 

147,575

 

 

 

162,380

 

Amortization and other acquisition-related (benefits) costs

 

 

(684

)

 

 

622

 

Total operating expenses

 

 

517,139

 

 

 

566,309

 

Operating Income

 

 

108,863

 

 

 

186,952

 

Provision for income taxes

 

 

15,988

 

 

 

18,615

 

Net Income

 

 

92,875

 

 

 

168,337

 

Less - Net Income (Loss) Attributable to Noncontrolling Interests

 

 

(566

)

 

 

1,969

 

Net Income Attributable to Lazard Group

 

$

93,441

 

 

$

166,368

 

Operating Income, as a % of net revenue

 

 

17.4

%

 

 

24.8

%

 

The tables below describe the components of operating revenue, adjusted compensation and benefits expense, adjusted non-compensation expense, earnings from operations and related key ratios, which are non-GAAP measures used by the Company to manage its business. We believe such non-GAAP measures provide the most meaningful basis for comparison between present, historical and future periods, as described above.

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

 

 

($ in thousands)

 

Operating Revenue:

 

 

 

 

 

 

 

 

Net revenue

 

$

626,002

 

 

$

753,261

 

Adjustments:

 

 

 

 

 

 

 

 

Interest expense (a)

 

 

17,674

 

 

 

13,497

 

Distribution fees, reimbursable deal costs and bad debt expense (b)

 

 

(24,296

)

 

 

(39,508

)

Revenue related to noncontrolling interests (c)

 

 

(2,270

)

 

 

(5,217

)

(Gains) losses on investments pertaining to LFI (d)

 

 

(13,870

)

 

 

1,436

 

Operating revenue

 

$

603,240

 

 

$

723,469

 

 

(a)

Interest expense (excluding interest expense incurred by LFB) is added back in determining operating revenue because such expense relates to corporate financing activities and is not considered to be a cost directly related to the revenue of our business.

(b)

Represents certain distribution fees and reimbursable deal costs paid to third parties for which an equal amount is excluded from both operating revenue and non-compensation expense, respectively, and excludes bad debt expense, which represents fees that are deemed uncollectible.

(c)

Revenue related to the consolidation of noncontrolling interests is excluded from operating revenue because the Company has no economic interest in such amount.

(d)

Represents changes in the fair value of investments held in connection with LFI and other similar deferred compensation arrangements for which a corresponding equal amount is excluded from compensation and benefits expense.

44

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

 

 

($ in thousands)

 

Adjusted Compensation and Benefits Expense:

 

 

 

 

 

 

 

 

Total compensation and benefits expense

 

$

370,248

 

 

$

403,307

 

Adjustments:

 

 

 

 

 

 

 

 

Noncontrolling interests (a)

 

 

(1,889

)

 

 

(2,527

)

(Charges) credits pertaining to LFI (b)

 

 

(13,870

)

 

 

1,436

 

Adjusted compensation and benefits expense

 

$

354,489

 

 

$

402,216

 

Adjusted compensation and benefits expense, as a % of operating revenue

 

 

58.8

%

 

 

55.6

%

 

(a)

Expenses related to the consolidation of noncontrolling interests are excluded because Lazard has no economic interest in such amounts.

(b)

Represents changes in fair value of the compensation liability recorded in connection with LFI and other similar deferred incentive compensation awards for which a corresponding equal amount is excluded from operating revenue.

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

 

 

($ in thousands)

 

Adjusted Non-Compensation Expense:

 

 

 

 

 

 

 

 

Total non-compensation expense

 

$

147,575

 

 

$

162,380

 

Adjustments:

 

 

 

 

 

 

 

 

Expenses associated with ERP system implementation (a)

 

 

(3,205

)

 

 

(7,426

)

Expenses related to office space reorganization (b)

 

 

-

 

 

 

(1,389

)

Distribution fees, reimbursable deal costs and bad debt expense (c)

 

 

(24,296

)

 

 

(39,508

)

Charges pertaining to senior debt refinancing (d)

 

 

(4,243

)

 

 

-

 

Noncontrolling interests (e)

 

 

(770

)

 

 

(547

)

Adjusted non-compensation expense

 

$

115,061

 

 

$

113,510

 

Adjusted non-compensation expense, as a % of operating  revenue

 

 

19.1

%

 

 

15.7

%

 

(a)

Represents expenses associated with the Enterprise Resource Planning (“ERP”) system implementation.

(b)

Represents incremental rent expense and lease abandonment costs related to office space reorganization.

(c)

Represents certain distribution fees and reimbursable deal costs paid to third parties for which an equal amount is excluded from both operating revenue and non-compensation expense, respectively, and excludes bad debt expense, which represents fees that are deemed uncollectible.

(d)

In 2019, represents charges pertaining to the partial redemption of the Company’s 2020 Notes due to the non-operating nature of such transaction. See “—Liquidity and Capital Resources—Financing Activities” below.

(e)

Expenses related to the consolidation of noncontrolling interests are excluded because the Company has no economic interest in such amounts.

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

 

 

($ in thousands)

 

Earnings From Operations:

 

 

 

 

 

 

 

 

Operating revenue

 

$

603,240

 

 

$

723,469

 

Deduct:

 

 

 

 

 

 

 

 

Adjusted compensation and benefits expense

 

 

(354,489

)

 

 

(402,216

)

Adjusted non-compensation expense

 

 

(115,061

)

 

 

(113,510

)

Earnings from operations

 

$

133,690

 

 

$

207,743

 

Earnings from operations, as a % of operating revenue

 

 

22.2

%

 

 

28.7

%

 

45

 

Headcount information is set forth below:

 

 

 

As of

 

 

 

March 31,

2019

 

 

December 31,

2018

 

 

March 31,

2018

 

Headcount:

 

 

 

 

 

 

 

 

 

 

 

 

Managing Directors:

 

 

 

 

 

 

 

 

 

 

 

 

Financial Advisory

 

 

178

 

 

 

163

 

 

 

165

 

Asset Management

 

 

110

 

 

 

102

 

 

 

101

 

Corporate

 

 

17

 

 

 

17

 

 

 

17

 

Total Managing Directors

 

 

305

 

 

 

282

 

 

 

283

 

Other Business Segment Professionals and Support Staff:

 

 

 

 

 

 

 

 

 

 

 

 

Financial Advisory

 

 

1,326

 

 

 

1,300

 

 

 

1,268

 

Asset Management

 

 

1,004

 

 

 

1,014

 

 

 

942

 

Corporate

 

 

396

 

 

 

383

 

 

 

369

 

Total

 

 

3,031

 

 

 

2,979

 

 

 

2,862

 

 

Operating Results

The Company’s quarterly revenue and profits can fluctuate materially depending on the number, size and timing of completed transactions on which it advised, as well as seasonality, the performance of equity markets and other factors. Accordingly, the revenue and profits in any particular quarter may not be indicative of future results. Lazard management believes that annual results are the most meaningful basis for comparison among present, historical and future periods.

Three Months Ended March 31, 2019 versus March 31, 2018

The Company reported net income attributable to Lazard Group of $93 million, as compared to net income attributable to Lazard Group of $166 million in the 2018 period.

Net revenue decreased $127 million, or 17%, with operating revenue decreasing $120 million, or 17%, as compared to the 2018 period. Fee revenue from investment banking and other advisory activities decreased $89 million, or 22%, as compared to the 2018 period. Asset management fees, including incentive fees, decreased $46 million, or 14%, as compared to the 2018 period, primarily due to a decrease in average AUM. In the aggregate, interest income, other revenue and interest expense increased $8 million as compared to the 2018 period, primarily due to higher income attributable to investments held in connection with LFI.

Compensation and benefits expense decreased $33 million, or 8%, as compared to the 2018 period, primarily associated with decreased operating revenue.

Adjusted compensation and benefits expense (which excludes certain items and which we believe allows for improved comparability between periods, as described above) was $354 million, a decrease of $48 million, or 12%, as compared to $402 million in the 2018 period. The ratio of adjusted compensation and benefits expense to operating revenue was 58.8% for the 2019 period, as compared to 55.6% for the 2018 period and 55.0% for full-year 2018.

Non-compensation expense decreased $15 million, or 9%, as compared to the 2018 period primarily due to higher bad debt expense in the 2018 period and lower fund administration fees in the 2019 period. Adjusted non-compensation expense was substantially unchanged as compared to the 2018 period. The ratio of adjusted non-compensation expense to operating revenue was 19.1% for the 2019 period, as compared to 15.7% for the 2018 period.

Amortization and other acquisition-related (benefits) costs reflects a benefit of $1 million in the 2019 period as compared to costs of $1 million in the 2018 period, primarily due to the change in the fair market value of contingent consideration.

Operating income decreased $78 million, or 42%, as compared to the 2018 period.

Earnings from operations decreased $74 million, or 36%, as compared to the 2018 period, and, as a percentage of operating revenue, was 22.2%, as compared to 28.7% in the 2018 period.

46

 

The provision for income taxes reflects an effective tax rate of 14.7%, as compared to 10.0% for the 2018 period. The increase in the effective tax rate is primarily due to (i) a reduction in excess net tax benefits related to share-based incentive compensation, (ii) a change in the geographic mix of earnings, and (iii) the impact of U.S. tax reform primarily related to base erosion and anti-abuse tax.

Net income attributable to noncontrolling interests decreased $3 million as compared to the 2018 period.

Business Segments

The following is a discussion of net revenue and operating income for the Company’s segments: Financial Advisory, Asset Management and Corporate. Each segment’s operating expenses include (i) compensation and benefits expenses that are incurred directly in support of the segment and (ii) other operating expenses, which include directly incurred expenses for occupancy and equipment, marketing and business development, technology and information services, professional services, fund administration and outsourcing, and indirect support costs (including compensation and benefits expense and other operating expenses related thereto) for administrative services. Such administrative services include, but are not limited to, accounting, tax, human resources, legal, information technology, facilities management and senior management activities. Such support costs are allocated to the relevant segments based on various statistical drivers such as revenue, headcount, square footage and other factors.

Financial Advisory

The following table summarizes the reported operating results attributable to the Financial Advisory segment:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

 

 

($ in thousands)

 

Net Revenue

 

$

321,926

 

 

$

408,467

 

Operating Expenses

 

 

274,035

 

 

 

322,508

 

Operating Income

 

$

47,891

 

 

$

85,959

 

Operating Income, as a % of net revenue

 

 

14.9

%

 

 

21.0

%

 

Certain Lazard fee and transaction statistics for the Financial Advisory segment are set forth below:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

Lazard Statistics:

 

 

 

 

 

 

 

 

Number of clients with fees greater than $1 million:

 

 

 

 

 

 

 

 

Financial Advisory

 

 

63

 

 

 

74

 

Percentage of total Financial Advisory net revenue from top 10

   clients

 

 

43

%

 

 

38

%

Number of M&A transactions completed with values greater than

   $500 million (a)

 

 

17

 

 

 

28

 

 

(a)

Source: Dealogic as of April 3, 2019.

The geographical distribution of Financial Advisory net revenue is set forth below in percentage terms and is based on the Lazard offices that generate Financial Advisory net revenue, which are located in the Americas (primarily in the U.S. and Latin America), EMEA (primarily in the U.K., France, Germany, Italy and Spain) and the Asia Pacific region (primarily in Australia) and therefore may not be reflective of the geography in which the clients are located.

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

Americas

 

 

64

%

 

 

52

%

EMEA

 

 

34

 

 

 

42

 

Asia Pacific

 

 

2

 

 

 

6

 

Total

 

 

100

%

 

 

100

%

 

47

 

The Company’s managing directors and many of its professionals have significant experience, and many of them are able to use this experience to advise on M&A, restructuring and other strategic advisory matters, depending on clients’ needs. This flexibility allows Lazard to better match its professionals with the counter-cyclical business cycles of mergers and acquisitions and restructurings. While Lazard measures revenue by practice area, Lazard does not separately measure the costs or profitability of M&A services as compared to restructuring or other services. Accordingly, Lazard measures performance in its Financial Advisory segment based on overall segment operating revenue and operating income margins.

Financial Advisory Results of Operations

Financial Advisory’s quarterly revenue and profits can fluctuate materially depending on the number, size and timing of completed transactions on which it advised, as well as seasonality and other factors. Accordingly, the revenue and profits in any particular quarter or period may not be indicative of future results. Lazard management believes that annual results are the most meaningful basis for comparison among present, historical and future periods.

Three Months Ended March 31, 2019 versus March 31, 2018

Financial Advisory net revenue decreased $87 million, or 21%, as compared to the 2018 period, primarily due to a decrease in the number of transactions involving fees greater than $5 million as compared to 2018.

Operating expenses decreased $48 million, or 15%, as compared to the 2018 period, primarily due to a decrease in compensation and benefits expense associated with decreased operating revenue.

Financial Advisory operating income was $48 million, a decrease of $38 million, or 44%, as compared to the 2018 period and, as a percentage of net revenue, was 14.9%, as compared to 21.0% in the 2018 period.

Asset Management

The following table shows the composition of AUM for the Asset Management segment:

 

 

 

As of

 

 

 

March 31,

2019

 

 

December 31,

2018

 

 

 

($ in millions)

 

AUM by Asset Class:

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

 

Emerging Markets

 

$

45,112

 

 

$

41,899

 

Global

 

 

46,788

 

 

 

41,490

 

Local

 

 

40,083

 

 

 

36,020

 

Multi-Regional

 

 

63,112

 

 

 

57,589

 

Total Equity

 

 

195,095

 

 

 

176,998

 

Fixed Income:

 

 

 

 

 

 

 

 

Emerging Markets

 

 

15,308

 

 

 

14,980

 

Global

 

 

6,410

 

 

 

4,851

 

Local

 

 

5,378

 

 

 

6,113

 

Multi-Regional

 

 

7,912

 

 

 

6,994

 

Total Fixed Income

 

 

35,008

 

 

 

32,938

 

Alternative Investments

 

 

2,659

 

 

 

2,430

 

Private Equity

 

 

1,393

 

 

 

1,469

 

Cash Management

 

 

824

 

 

 

899

 

Total AUM

 

$

234,979

 

 

$

214,734

 

 

Total AUM at March 31, 2019 was $235 billion, an increase of $20 billion, or 9%, as compared to total AUM of $215 billion at December 31, 2018, due to market appreciation and net inflows, partially offset by foreign exchange depreciation. Average AUM for the first quarter of 2019 decreased 11% as compared to the first quarter of 2018 and increased 2% as compared to the fourth quarter of 2018.

48

 

As of both March 31, 2019 and December 31. 2018, approximately 88% of our AUM was managed on behalf of institutional clients, including corporations, labor unions, public pension funds, insurance companies and banks, and through sub-advisory relationships, mutual fund sponsors, broker-dealers and registered advisors. As of both March 31, 2019 and December 31, 2018, approximately 12% of our AUM was managed on behalf of individual client relationships, which are principally with family offices and individuals.

As of both March 31, 2019 and December 31, 2018, AUM with foreign currency exposure represented approximately 70% of our total AUM. AUM with foreign currency exposure generally declines in value with the strengthening of the U.S. Dollar and increases in value as the U.S. Dollar weakens, with all other factors held constant.

The following is a summary of changes in AUM by asset class for the three month periods ended March 31, 2019 and 2018:

 

 

 

Three Months Ended March 31, 2019

 

 

 

AUM

Beginning

Balance

 

 

Inflows (a)

 

 

Outflows (a)

 

 

Net

Flows

 

 

Market Value

Appreciation/

(Depreciation)

 

 

Foreign

Exchange

Appreciation/

(Depreciation)

 

 

AUM

Ending

Balance

 

 

 

($ in millions)

 

Equity

 

$

176,998

 

 

$

6,398

 

 

$

(7,229

)

 

$

(831

)

 

$

19,564

 

 

$

(636

)

 

$

195,095

 

Fixed Income

 

 

32,938

 

 

 

2,618

 

 

 

(1,884

)

 

 

734

 

 

 

1,568

 

 

 

(232

)

 

 

35,008

 

Other

 

 

4,798

 

 

 

519

 

 

 

(384

)

 

 

135

 

 

 

(44

)

 

 

(13

)

 

 

4,876

 

Total

 

$

214,734

 

 

$

9,535

 

 

$

(9,497

)

 

$

38

 

 

$

21,088

 

 

$

(881

)

 

$

234,979

 

 

(a)

Inflows in the Equity asset class were primarily attributable to the Global, Emerging Markets and Multi-Regional platforms, and inflows in the Fixed Income asset class were primarily attributable to the Global, Multi-Regional and Emerging Markets platforms. Outflows in the Equity asset class were primarily attributable to the Global, Emerging Markets and Multi-Regional platforms, and outflows in the Fixed Income asset class were primarily attributable to the Emerging Markets and Global platforms.

 

 

 

Three Months Ended March 31, 2018

 

 

 

AUM

Beginning

Balance

 

 

Inflows

 

 

Outflows

 

 

Net

Flows

 

 

Market Value

Appreciation/

(Depreciation)

 

 

Foreign

Exchange

Appreciation/

(Depreciation)

 

 

AUM

Ending

Balance

 

 

 

($ in millions)

 

Equity

 

$

209,358

 

 

$

10,926

 

 

$

(10,054

)

 

$

872

 

 

$

(2,200

)

 

$

2,047

 

 

$

210,077

 

Fixed Income

 

 

35,080

 

 

 

2,691

 

 

 

(1,078

)

 

 

1,613

 

 

 

(536

)

 

 

499

 

 

 

36,656

 

Other

 

 

5,021

 

 

 

159

 

 

 

(237

)

 

 

(78

)

 

 

(62

)

 

 

66

 

 

 

4,947

 

Total

 

$

249,459

 

 

$

13,776

 

 

$

(11,369

)

 

$

2,407

 

 

$

(2,798

)

 

$

2,612

 

 

$

251,680

 

 

As of April 17, 2019, AUM was $240.6 billion, a $5.6 billion increase since March 31, 2019. The increase in AUM was due to market appreciation of $5.4 billion and foreign exchange appreciation of $0.4 billion, partially offset by net outflows of $0.2 billion.

Average AUM for the three month periods ended March 31, 2019 and 2018 for each significant asset class is set forth below. Average AUM generally represents the average of the monthly ending AUM balances for the period.

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

 

 

($ in millions)

 

Average AUM by Asset Class:

 

 

 

 

 

 

 

 

Equity

 

$

189,221

 

 

$

214,035

 

Fixed Income

 

 

34,716

 

 

 

36,794

 

Alternative Investments

 

 

2,693

 

 

 

2,916

 

Private Equity

 

 

1,415

 

 

 

1,460

 

Cash Management

 

 

792

 

 

 

604

 

Total Average AUM

 

$

228,837

 

 

$

255,809

 

 

49

 

The following table summarizes the reported operating results attributable to the Asset Management segment:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

 

 

($ in thousands)

 

Net Revenue

 

$

301,833

 

 

$

354,283

 

Operating Expenses

 

 

207,348

 

 

 

229,669

 

Operating Income

 

$

94,485

 

 

$

124,614

 

Operating Income, as a % of net revenue

 

 

31.3

%

 

 

35.2

%

 

The geographical distribution of Asset Management net revenue is set forth below in percentage terms, and is based on the Lazard offices that manage and distribute the respective AUM amounts. Such geographical distribution may not be reflective of the geography of the investment products or clients.

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

Americas

 

 

55

%

 

 

56

%

EMEA

 

 

34

 

 

 

34

 

Asia Pacific

 

 

11

 

 

 

10

 

Total

 

 

100

%

 

 

100

%

 

Asset Management Results of Operations

Asset Management’s quarterly revenue and profits in any particular quarter or period may not be indicative of future results and may fluctuate based on the performance of the equity and other capital markets. Lazard management believes that annual results are the most meaningful basis for comparison among present, historical and future periods.

Three Months Ended March 31, 2019 versus March 31, 2018

Asset Management net revenue decreased $52 million, or 15%, as compared to the 2018 period. Management fees and other revenue was $301 million, a decrease of $47 million, or 14%, as compared to $348 million in the 2018 period, primarily due a decrease in average AUM. Incentive fees were $1 million, a decrease of $5 million as compared to $6 million in the 2018 period.

Operating expenses decreased $22 million, or 10%, as compared to the 2018 period, primarily due to a decrease in compensation and benefits expense associated with decreased operating revenue, as well as lower fund administration fees.

Asset Management operating income was $94 million, a decrease of $30 million, or 24%, as compared to operating income of $125 million in the 2018 period and, as a percentage of net revenue, was 31.3%, as compared to 35.2% in the 2018 period.

Corporate

The following table summarizes the reported operating results attributable to the Corporate segment:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

 

 

($ in thousands)

 

Interest Income

 

$

2,605

 

 

$

2,298

 

Interest Expense

 

 

(17,901

)

 

 

(13,977

)

Net Interest (Expense)

 

 

(15,296

)

 

 

(11,679

)

Other Revenue

 

 

17,539

 

 

 

2,190

 

Net Revenue (Expense)

 

 

2,243

 

 

 

(9,489

)

Operating Expenses

 

 

35,756

 

 

 

14,132

 

Operating Income (Loss)

 

$

(33,513

)

 

$

(23,621

)

50

 

Corporate Results of Operations

Corporate operating results in any particular quarter or period may not be indicative of future results and may fluctuate based on a variety of factors. Lazard management believes that annual results are the most meaningful basis for comparison among present, historical and future periods.

Three Months Ended March 31, 2019 versus March 31, 2018

Net interest expense increased $4 million, or 31%, as compared to the 2018 period.

Other revenue increased $15 million as compared to the 2018 period, primarily due to higher income in the 2019 period attributable to investments held in connection with LFI.

Operating expenses increased $22 million as compared to the 2018 period, primarily due to an increase in compensation and benefits expense, including an increase in charges pertaining to LFI.

Cash Flows

The Company’s cash flows are influenced primarily by the timing of the receipt of Financial Advisory and Asset Management fees, the timing of distributions to members, payments of incentive compensation to managing directors and employees and purchases of Class A common stock. Cash flows were also affected in 2019 by Lazard Group’s issuance of $500 million aggregate principal amount of its 4.375% senior notes maturing in 2029 (the “2029 Notes”) and the partial redemption of the 2020 Notes.

M&A and other advisory and Asset Management fees are generally collected within 60 days of billing, while Restructuring fee collections may extend beyond 60 days, particularly those that involve bankruptcies with court-ordered holdbacks. Fees from our Private Capital Advisory activities are generally collected over a four-year period from billing and typically include an interest component.

The Company makes cash payments for, or in respect of, a significant portion of its incentive compensation during the first three months of each calendar year with respect to the prior year’s results.

Summary of Cash Flows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

 

 

($ in millions)

 

Cash Provided By (Used In):

 

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

93

 

 

$

168

 

Adjustments to reconcile net income to net cash provided by operating activities (a)

 

 

126

 

 

 

112

 

Other operating activities (b)

 

 

(401

)

 

 

(348

)

Net cash used in operating activities

 

 

(182

)

 

 

(68

)

Investing activities

 

 

(6

)

 

 

(15

)

Financing activities (c)

 

 

169

 

 

 

(556

)

Effect of exchange rate changes

 

 

(30

)

 

 

49

 

Net Decrease in Cash and Cash Equivalents and Restricted Cash

 

 

(49

)

 

 

(590

)

Cash and Cash Equivalents and Restricted Cash (d):

 

 

 

 

 

 

 

 

Beginning of Period

 

 

2,230

 

 

 

2,441

 

End of Period

 

$

2,181

 

 

$

1,851

 

 

(a)

Consists of the following:

51

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

 

 

($ in millions)

 

Depreciation and amortization of property

 

$

8

 

 

$

8

 

Noncash lease expense

 

 

12

 

 

 

-

 

Amortization of deferred expenses and share-based incentive compensation

 

 

105

 

 

 

101

 

Deferred tax provision (benefit)

 

 

(2

)

 

 

2

 

Amortization and other acquisition-related (benefits) costs

 

 

(1

)

 

 

1

 

Loss on extinguishment of debt

 

 

4

 

 

 

-

 

Total

 

$

126

 

 

$

112

 

 

(b)

Includes net changes in operating assets and liabilities.

(c)

Consists primarily of purchases of shares of Class A common stock, tax withholdings related to the settlement of vested restricted stock units (“RSUs”), vested restricted stock awards and vested PRSUs, changes in customer deposits, distributions to members and noncontrolling interest holders and activity relating to borrowings (including in 2019, the partial redemption of the 2020 Notes and the issuance of the 2029 Notes).

(d)

Cash and cash equivalents and restricted cash consists of cash and cash equivalents, deposits with banks and short-term investments and cash deposited with clearing organizations and other segregated cash.

Liquidity and Capital Resources

The Company’s liquidity and capital resources are derived from operating activities, financing activities and equity offerings.

Operating Activities

Net revenue, operating income and cash receipts fluctuate significantly between periods. In the case of Financial Advisory, fee receipts are generally dependent upon the successful completion of client transactions, the occurrence and timing of which is irregular and not subject to Lazard’s control.

Liquidity is significantly impacted by cash payments for, or in respect of, incentive compensation, a significant portion of which are made during the first three months of the year. As a consequence, cash on hand generally declines in the beginning of the year and gradually builds over the remainder of the year. We also pay certain tax advances during the year on behalf of certain managing directors, which serve to reduce their respective incentive compensation payments. We expect this seasonal pattern of cash flow to continue.

Liquidity is also affected by the level of deposits and other customer payables, principally at LFB. To the extent that such deposits and other customer payables rise or fall, this has a corresponding impact on liquidity held at LFB, with the majority of such amounts generally being recorded in “deposits with banks and short-term investments”. In the first quarter of 2019, as reflected on the condensed consolidated statements of financial condition, both “deposits with banks and short-term investments” and “deposits and other customer payables” increased as compared to December 31, 2018, due to a higher level of LFB customer-related demand deposits, primarily from clients and funds managed by LFG.

Lazard’s condensed consolidated financial statements are presented in U.S. Dollars. Many of Lazard’s non-U.S. subsidiaries have a functional currency (i.e., the currency in which operational activities are primarily conducted) that is other than the U.S. Dollar, generally the currency of the country in which such subsidiaries are domiciled. Such subsidiaries’ assets and liabilities are translated into U.S. Dollars at the respective balance sheet date exchange rates, while revenue and expenses are translated at average exchange rates during the year based on the daily closing exchange rates. Adjustments that result from translating amounts from a subsidiary’s functional currency are reported as a component of members’ equity. Foreign currency remeasurement gains and losses on transactions in non-functional currencies are included on the condensed consolidated statements of operations.

We regularly monitor our liquidity position, including cash levels, investments in U.S. Treasury securities, credit lines, principal investment commitments, interest and principal payments on debt, capital expenditures, distributions to members, purchases of shares of Class A common stock and matters relating to liquidity and to compliance with regulatory net capital requirements. At March 31, 2019, Lazard had approximately $1,003 million of cash, with such amount including approximately $590 million held at Lazard’s operations outside the U.S. Lazard provides for income taxes on substantially all of its foreign earnings. We expect that no material amount of additional taxes would be recognized upon receipt of dividends or distributions of such earnings from our foreign operations.

52

 

We maintain lines of credit in excess of anticipated liquidity requirements. As of March 31, 2019, Lazard had approximately $168 million in unused lines of credit available to it, including a $150 million, five-year, senior revolving credit facility with a group of lenders that expires in September 2020 (the “Amended and Restated Credit Agreement”) (see “—Financing Activities” below) and unused lines of credit available to LFB of approximately $17 million.

The Amended and Restated Credit Agreement contains customary terms and conditions, including limitations on consolidations, mergers, indebtedness and certain payments, as well as financial condition covenants relating to leverage and interest coverage ratios. Lazard Group’s obligations under the Amended and Restated Credit Agreement may be accelerated upon customary events of default, including non-payment of principal or interest, breaches of covenants, cross-defaults to other material debt, a change in control and specified bankruptcy events.

Financing Activities

The table below sets forth our corporate indebtedness as of March 31, 2019 and December 31, 2018. The agreements with respect to this indebtedness are discussed in more detail in our condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q and in our Form 10-K.

 

 

 

 

 

Outstanding as of

 

 

 

 

 

March 31, 2019

 

 

December 31, 2018

 

Senior Debt

 

Maturity

Date

 

Principal

 

 

Unamortized

Debt Costs

 

 

Carrying

Value

 

 

Principal

 

 

Unamortized

Debt Costs

 

 

Carrying

Value

 

 

 

 

 

($ in millions)

 

Lazard Group 2020 Senior Notes

 

2020

 

$

82.1

 

 

$

0.3

 

 

$

81.8

 

 

$

250.0

 

 

$

0.9

 

 

$

249.1

 

Lazard Group 2025 Senior Notes

 

2025

 

 

400.0

 

 

 

2.8

 

 

 

397.2

 

 

 

400.0

 

 

 

2.9

 

 

 

397.1

 

Lazard Group 2027 Senior Notes

 

2027

 

 

300.0

 

 

 

3.1

 

 

 

296.9

 

 

 

300.0

 

 

 

3.2

 

 

 

296.8

 

Lazard Group 2028 Senior Notes

 

2028

 

 

500.0

 

 

 

8.5

 

 

 

491.5

 

 

 

500.0

 

 

 

8.8

 

 

 

491.2

 

Lazard Group 2029 Senior Notes

 

2029

 

 

500.0

 

 

 

8.1

 

 

 

491.9

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

$

1,782.1

 

 

$

22.8

 

 

$

1,759.3

 

 

$

1,450.0

 

 

$

15.8

 

 

$

1,434.2

 

 

During March 2019, Lazard Group completed an offering of the 2029 Notes. Lazard Group used a portion of the net proceeds of the 2029 Notes to redeem or otherwise retire the remaining 2020 Notes in transactions that occurred during March 2019 and April 2019. See Note 11 of Notes to Condensed Consolidated Financial Statements.

Lazard’s annual cash flow generated from operations historically has been sufficient to enable it to meet its annual obligations. We believe that our cash flows from operating activities, along with the use of our credit lines as needed, should be sufficient for us to fund our current obligations for the next 12 months.

As long as the lenders’ commitments remain in effect, any loan pursuant to the Amended and Restated Credit Agreement remains outstanding and unpaid or any other amount is due to the lending bank group, the Amended and Restated Credit Agreement includes financial covenants that require that Lazard Group not permit (i) its Consolidated Leverage Ratio (as defined in the Amended and Restated Credit Agreement) for the 12-month period ending on the last day of any fiscal quarter to be greater than 3.25 to 1.00 or (ii) its Consolidated Interest Coverage Ratio (as defined in the Amended and Restated Credit Agreement) for the 12-month period ending on the last day of any fiscal quarter to be less than 3.00 to 1.00. For the 12-month period ended March 31, 2019, Lazard Group was in compliance with such ratios, with its Consolidated Leverage Ratio being 1.74 to 1.00 and its Consolidated Interest Coverage Ratio being 17.83 to 1.00. In any event, no amounts were outstanding under the Amended and Restated Credit Agreement as of March 31, 2019.

In addition, the Amended and Restated Credit Agreement, indenture and supplemental indentures relating to Lazard Group’s senior notes contain certain other covenants (none of which relate to financial condition), events of default and other customary provisions. At March 31, 2019, the Company was in compliance with all of these provisions. We may, to the extent required and subject to restrictions contained in our financing arrangements, use other financing sources, which may cause us to be subject to additional restrictions or covenants.

See Note 11 of Notes to Condensed Consolidated Financial Statements for additional information regarding senior debt.

53

 

Members’ Equity

At March 31, 2019, total members’ equity was $427 million, as compared to $583 million at December 31, 2018, including $375 million and $530 million attributable to Lazard Group on the respective dates. The net activity in members’ equity during the three month period ended March 31, 2019 is reflected in the table below (in millions of dollars):

 

Members’ Equity - January 1, 2019

 

$

583

 

Increase (decrease) due to:

 

 

 

 

Net income

 

 

93

 

Other comprehensive income

 

 

4

 

Amortization of share-based incentive compensation

 

 

85

 

Purchase of Class A common stock

 

 

(192

)

Settlement of share-based incentive compensation (a)

 

 

(91

)

Distributions to members and noncontrolling interests, net

 

 

(53

)

Other - net

 

 

(2

)

Members’ Equity - March 31, 2019

 

$

427

 

 

(a)

The tax withholding portion of share-based compensation is settled in cash, not shares.

The Board of Directors of Lazard has issued a series of authorizations to repurchase Class A common stock, which help offset the dilutive effect of our share-based incentive compensation plans. During a given year Lazard Ltd intends to repurchase at least as many shares as it expects to ultimately issue pursuant to such compensation plans in respect of year-end incentive compensation attributable to the prior year. The rate at which Lazard Ltd purchases shares in connection with this annual objective may vary from quarter to quarter due to a variety of factors. Purchases with respect to such program are set forth in the table below:

 

Three Months Ended March 31:

 

Number of

Shares Purchased

 

 

Average

Price Per

Share

 

2018

 

 

2,662,286

 

 

$

54.82

 

2019

 

 

5,177,948

 

 

$

37.10

 

 

As of March 31, 2019, a total of $403 million of share repurchase authorization remained available under Lazard Ltd’s share repurchase program, all of which will expire on December 31, 2020.

During the three month period ended March 31, 2019, Lazard Ltd had in place trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, pursuant to which it effected stock repurchases in the open market.

The Company plans to continue to deploy excess cash and may do so in a variety of ways, which may include repurchasing outstanding shares of Class A common stock, distributions to members and noncontrolling interest holders and repurchasing its outstanding debt.

See Notes 13 and 14 of Notes to Condensed Consolidated Financial Statements for additional information regarding Lazard’s members’ equity and incentive plans, respectively.

Regulatory Capital

We actively monitor our regulatory capital base. Our principal subsidiaries are subject to regulatory requirements in their respective jurisdictions to ensure their general financial soundness and liquidity, which require, among other things, that we comply with rules regarding certain minimum capital requirements, record-keeping, reporting procedures, relationships with customers, experience and training requirements for employees and certain other requirements and procedures. These regulatory requirements may restrict the flow of funds to and from affiliates. See Note 18 of Notes to Condensed Consolidated Financial Statements for further information. These regulations differ in the U.S., the U.K., France and other countries in which we operate. Our capital structure is designed to provide each of our subsidiaries with capital and liquidity consistent with its business and regulatory requirements. For a discussion of regulations relating to us, see Item 1, “Business—Regulation” included in our Form 10-K.

54

 

Contractual Obligations

The following table sets forth information relating to Lazard’s contractual obligations as of March 31, 2019:

 

 

 

Contractual Obligations Payment Due by Period

 

 

 

Total

 

 

Less than

1 Year

 

 

1-3 Years

 

 

3-5 Years

 

 

More than

5 Years

 

 

 

($ in thousands)

 

Senior debt (including interest) (a)

 

$

2,392,263

 

 

$

153,721

 

 

$

140,500

 

 

$

140,500

 

 

$

1,957,542

 

Operating leases (exclusive of $25,565 of

   committed sublease income)

 

 

728,302

 

 

 

59,901

 

 

 

148,957

 

 

 

107,905

 

 

 

411,539

 

Investment capital funding commitments (b)

 

 

8,338

 

 

 

8,338

 

 

 

-

 

 

 

-

 

 

 

-

 

Total (c)

 

$

3,128,903

 

 

$

221,960

 

 

$

289,457

 

 

$

248,405

 

 

$

2,369,081

 

 

(a)

During March 2019, Lazard Group completed an offering of $500,000 aggregate principal amount of the 2029 Notes. Interest on the 2029 Notes is payable semi-annually on March 11 and September 11 of each year, beginning September 11, 2019. Lazard Group used a portion of the net proceeds of the 2029 Notes during March and April 2019 to redeem or otherwise retire the remaining $250,000 of the 2020 Notes. See Note 11 of Notes to Condensed Consolidated Financial Statements.

(b)

Unfunded commitments to private equity investments consolidated but not owned by Lazard of $14,437 are excluded. Such commitments are required to be funded by capital contributions from noncontrolling interest holders. See Note 6 of Notes to Condensed Consolidated Financial Statements. These amounts are generally due on demand and therefore are presented in the “less than 1 year” category.

(c)

The table above excludes contingent obligations, as well as any possible payments for uncertain tax positions, given the inability to make a reasonably reliable estimate of the timing of the amounts of any such payments. See also Notes 12, 14, 15, and 16 of Notes to Condensed Consolidated Financial Statements regarding information in connection with commitments, incentive plans, employee benefit plans and income taxes, respectively.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our condensed consolidated financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in conformity with U.S. GAAP. The preparation of Lazard’s condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, Lazard evaluates its estimates, including those related to revenue recognition, income taxes, investing activities and goodwill. Lazard bases these estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, including judgments regarding the carrying values of assets and liabilities, that are not readily apparent from other sources. Actual results may differ from these estimates.

Lazard believes that the critical accounting policies set forth below comprise the most significant estimates and judgments used in the preparation of its condensed consolidated financial statements.

Revenue Recognition

Lazard generates substantially all of its net revenue from providing Financial Advisory and Asset Management services to clients. Lazard recognizes revenue when the following criteria are met:

 

•

a contract with a client has been identified;

 

•

the performance obligations in the contract have been identified;

 

•

the fee or other transaction price has been determined;

 

•

the fee or other transaction price has been allocated to each performance obligation in the contract; and

 

•

the Company has satisfied the applicable performance obligation.

The Company earns performance-based incentive fees on various investment products, including traditional products and alternative investment funds such as hedge funds and private equity funds. See “Financial Statement Overview” for a description of our revenue recognition policies on such fees.

55

 

If, in Lazard’s judgment, collection of a fee is not probable, Lazard will not recognize revenue until the uncertainty is removed. We maintain an allowance for doubtful accounts to provide coverage for estimated losses from our receivables. We determine the adequacy of the allowance by estimating the probability of loss based on our analysis of the client’s creditworthiness and specifically reserve against exposures where we determine the receivables are impaired, which may include situations where a fee is in dispute or litigation has commenced.

With respect to fees receivable from Financial Advisory activities, such receivables are generally deemed past due when they are outstanding 60 days from the date of invoice. However, some Financial Advisory transactions include specific contractual payment terms that may vary from one month to four years (as is the case for our Private Capital Advisory fees) following the invoice date or may be subject to court approval (as is the case with restructuring assignments that include bankruptcy proceedings). In such cases, receivables are deemed past due when payment is not received by the agreed-upon contractual date or the court approval date, respectively. Financial Advisory fee receivables past due in excess of 180 days are fully provided for unless there is evidence that the balance is collectible. Asset Management fees are deemed past due and fully provided for when such receivables are outstanding 12 months after the invoice date. Notwithstanding our policy for receivables past due, we specifically reserve against exposures relating to Financial Advisory and Asset Management fees where we determine receivables are impaired.

Compensation Liabilities

Annual discretionary compensation represents a significant portion of our annual compensation and benefits expense. We allocate the estimated amount of such annual discretionary compensation to interim periods in proportion to the amount of operating revenue earned in such periods based on an assumed annual ratio of awarded compensation and benefits expense to operating revenue. See “Financial Statement Overview—Operating Expenses” for more information on our periodic compensation and benefits expense.

Income Taxes

As part of the process of preparing our consolidated financial statements, we estimate our income taxes for each of our tax-paying entities in its respective jurisdiction. In addition to estimating actual current tax liabilities for these jurisdictions, we also must account for the tax effects of differences between the financial reporting and tax reporting of items, such as basis adjustments, compensation and benefits expense, and depreciation and amortization. Differences which are temporary in nature result in deferred tax assets and liabilities. Significant judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, any valuation allowance recorded against our deferred tax assets and our unrecognized tax benefits.

We recognize a deferred tax asset if it is more likely than not (defined as a likelihood of greater than 50%) that a tax benefit will be accepted by a taxing authority. The measurement of deferred tax assets and liabilities is based upon currently enacted tax rates in the applicable jurisdictions. At December 31, 2018, on a consolidated basis, we recorded gross deferred tax assets of approximately $144 million, with such amount partially offset by a valuation allowance of approximately $68 million (as described below).

Subsequent to the initial recognition of deferred tax assets, we also must continually assess the likelihood that such deferred tax assets will be realized. If we determine that we may not fully derive the benefit from a deferred tax asset, we consider whether it would be appropriate to apply a valuation allowance against the applicable deferred tax asset, taking into account all available information. The ultimate realization of a deferred tax asset for a particular entity depends, among other things, on the generation of taxable income by such entity in the applicable jurisdiction.

We consider multiple possible sources of taxable income when assessing a valuation allowance against a deferred tax asset, including:

 

•

future reversals of existing taxable temporary differences;

 

•

future taxable income exclusive of reversing temporary differences and carryforwards;

 

•

taxable income in prior carryback years; and

 

•

tax-planning strategies.

56

 

The assessment regarding whether a valuation allowance is required or should be adjusted also considers all available information, including the following:

 

•

nature, frequency, magnitude and duration of any past losses and current operating results;

 

•

duration of statutory carryforward periods;

 

•

historical experience with tax attributes expiring unused; and

 

•

near-term and medium-term financial outlook.

The weight we give to any particular item is, in part, dependent upon the degree to which it can be objectively verified. We give greater weight to the recent results of operations of a relevant entity. Pre-tax operating losses on a three year cumulative basis or lack of sustainable profitability are considered objectively verifiable evidence and will generally outweigh a projection of future taxable income.

Certain of our tax-paying entities have individually experienced losses on a cumulative three year basis or have tax attributes that may expire unused. In addition, one of our tax-paying entities has recorded a valuation allowance on substantially all of its deferred tax assets due to the combined effect of operating losses in certain subsidiaries of that entity as well as foreign taxes that together substantially offset any U.S. tax liability. Taking into account all available information, we cannot determine that it is more likely than not that deferred tax assets held by these entities will be realized. Consequently, we have recorded valuation allowances on $68 million of deferred tax assets held by these entities as of December 31, 2018.

We record tax positions taken or expected to be taken in a tax return based upon our estimates regarding the amount that is more likely than not to be realized or paid, including in connection with the resolution of any related appeals or other legal processes. Accordingly, we recognize liabilities for certain unrecognized tax benefits based on the amounts that are more likely than not to be settled with the relevant taxing authority. Such liabilities are evaluated periodically as new information becomes available and any changes in the amounts of such liabilities are recorded as adjustments to “income tax expense.” Liabilities for unrecognized tax benefits involve significant judgment and the ultimate resolution of such matters may be materially different from our estimates.

In addition to the discussion above regarding deferred tax assets and associated valuation allowances, as well as unrecognized tax benefit liability estimates, other factors affect our provision for income taxes, including changes in the geographic mix of our business, the level of our annual pre-tax income, transfer pricing and intercompany transactions.

See Item 1A, “Risk Factors” in our Form 10-K and Note 16 of Notes to Condensed Consolidated Financial Statements for additional information related to income taxes.

Investments

Investments consist primarily of interest-bearing deposits, debt and equity securities, and interests in alternative investment, debt, equity and private equity funds.

These investments, with the exception of interest-bearing deposits, are carried at fair value on the condensed consolidated statements of financial condition, and any increases or decreases in the fair value of these investments are reflected in earnings. The fair value of investments is generally based upon market prices or the net asset value (“NAV”) or its equivalent for investments in funds. See Note 6 of Notes to Condensed Consolidated Financial Statements for additional information on the measurement of the fair value of investments.

Lazard is subject to market and credit risk on investments held. As such, gains and losses on investment positions held, which arise from sales or changes in the fair value of the investments, are not predictable and can cause periodic fluctuations in net income.

57

 

Data relating to investments is set forth below:

 

 

 

March 31,

2019

 

 

December 31,

2018

 

 

 

($ in thousands)

 

Seed investments by asset class:

 

 

 

 

 

 

 

 

Equities (a)

 

$

83,561

 

 

$

73,410

 

Fixed income

 

 

10,064

 

 

 

9,548

 

Alternative investments

 

 

31,323

 

 

 

7,131

 

Total seed investments

 

 

124,948

 

 

 

90,089

 

Other investments owned:

 

 

 

 

 

 

 

 

Private equity (b)

 

 

41,823

 

 

 

41,788

 

Interest-bearing deposits

 

 

516

 

 

 

510

 

Fixed income and other (c)

 

 

272,880

 

 

 

226,346

 

Total other investments owned

 

 

315,219

 

 

 

268,644

 

Subtotal

 

 

440,167

 

 

 

358,733

 

Add:

 

 

 

 

 

 

 

 

Private equity consolidated, not owned (d)

 

 

13,728

 

 

 

14,555

 

LFI (e)

 

 

161,886

 

 

 

201,860

 

Total investments

 

$

615,781

 

 

$

575,148

 

 

(a)

At March 31, 2019 and December 31, 2018, seed investments in directly owned equity securities were invested as follows:

 

 

 

March 31,

2019

 

 

December 31,

2018

 

Percentage invested in:

 

 

 

 

 

 

 

 

Financials

 

 

29

%

 

 

30

%

Consumer

 

 

29

 

 

 

28

 

Industrial

 

 

11

 

 

 

13

 

Technology

 

 

13

 

 

 

14

 

Other

 

 

18

 

 

 

15

 

Total

 

 

100

%

 

 

100

%

 

(b)

Private equity investments include investments related to certain legacy businesses and co-investments in private equity funds managed by our Asset Management business. Co-investments owned were $27 million as of both March 31, 2019 and December 31, 2018, respectively.

(c)

At March 31, 2019 and December 31, 2018, includes investments in U.S. Treasury securities of approximately $249 million and $200 million, respectively, with original maturities of greater than three months and less than one year.

(d)

Represents private equity investments that are consolidated but owned by noncontrolling interests, and therefore do not subject the Company to market or credit risk. The applicable noncontrolling interests are presented within “members’ equity” on the condensed consolidated statements of financial condition.

(e)

Composed of investments held in connection with LFI and other similar deferred compensation arrangements. The market risk associated with such investments is equally offset by the market risk associated with the derivative liability with respect to awards expected to vest. The Company is subject to market risk associated with any portion of such investments that employees may forfeit. See “—Risk Management—Risks Related to Derivatives” for risk management information relating to derivatives.  LFI investments held in entities in which the Company maintained a controlling interest were $4 million in one entity as of March 31, 2019, as compared to $69 million in three entities as of December 31, 2018.

At March 31, 2019 and December 31, 2018, total investments with a fair value of $615 million and $575 million, respectively, included $81 million and $57 million, respectively, or 13% and 10%, respectively, of investments that were classified using NAV or its equivalent as a practical expedient. See Notes 5 and 6 of Notes to Condensed Consolidated Financial Statements for additional information regarding investments measured at fair value, including the levels of fair value within which such measurements of fair value fall.

As of March 31, 2019 and December 31, 2018, the Company held seed investments of approximately $125 million and $90 million, respectively. Seed investments held in entities in which the Company maintained a controlling interest were $56 million in nine entities as of March 31, 2019, as compared to $31 million in eight entities as of December 31, 2018.

58

 

As of March 31, 2019 and December 31, 2018, the Company did not consolidate or deconsolidate any seed investment entities or LFI investment entities. As such, 100% of the recorded balance of seed investments and LFI investments as of March 31, 2019 and December 31, 2018 represented the Company’s economic interest in the seed investments. See “—Consolidation of Variable Interest Entities” below for more information on the Company’s policy regarding the consolidation of seed and LFI investment entities.

For additional information regarding risks associated with our investments, see “Risk Management—Investments” below as well as Item 1A, “Risk Factors—Other Business Risks—Our results of operations may be affected by fluctuations in the fair value of positions held in our investment portfolios” in our Form 10-K.

Assets Under Management

AUM primarily consists of debt and equity instruments, which have a value that is readily available based on either prices quoted on a recognized exchange or prices provided by external pricing services.

Prices of equity and debt securities and other instruments that comprise our AUM are provided by well-recognized, independent, third-party vendors. Such third-party vendors rely on prices provided by external pricing services which are obtained from recognized exchanges or markets, or, for certain fixed income securities, from an evaluated bid or other similarly sourced price.

Either directly, or through our third-party vendors, we perform a variety of regular due diligence procedures on our pricing service providers. Those procedures include oversight by our internal operations group, review of the pricing service providers’ internal control frameworks, review of the pricing service providers’ valuation methodologies, reconciliation to client custodial account values and comparison of significant pricing differences.

Goodwill

In accordance with current accounting guidance, goodwill has an indefinite life and is tested for impairment annually, as of November 1, or more frequently if circumstances indicate impairment may have occurred. The Company performs a qualitative evaluation about whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount in lieu of actually calculating the fair value of the reporting unit. See Note 10 of Notes to Condensed Consolidated Financial Statements for additional information regarding goodwill.

Consolidation

The condensed consolidated financial statements include the accounts of Lazard Group and entities in which it has a controlling interest. Lazard determines whether it has a controlling interest in an entity by first evaluating whether the entity is a voting interest entity (“VOE”) or a variable interest entity (“VIE”) under U.S. GAAP.

 

•

Voting Interest Entities. VOEs are entities in which (i) the total equity investment at risk is sufficient to enable the entity to finance itself independently and (ii) the equity holders have the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity’s activities. Lazard is required to consolidate a VOE if it holds a majority of the voting interest in such VOE.

 

•

Variable Interest Entities. VIEs are entities that lack one or more of the characteristics of a VOE. If Lazard has a variable interest, or a combination of variable interests, in a VIE, it is required to analyze whether it needs to consolidate such VIE. Lazard is required to consolidate a VIE if we are the primary beneficiary having (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of, or receive benefits from, the VIE that could be potentially significant to the VIE.

Lazard’s involvement with various entities that are VOEs or VIEs primarily arises from investment management contracts with fund entities in our Asset Management business. Lazard is not required to consolidate such entities because, with the exception of certain seed investments, as discussed below, we do not hold more than an inconsequential equity interest in such entities and we do not hold other variable interests (including our investment management agreements, which do not meet the definition of variable interests) in such entities.

Lazard makes seed and LFI investments in certain entities that are considered VOEs and often require consolidation as a result of our investment. The impact of seed and LFI investment entities that require consolidation on the condensed consolidated financial statements, including any consolidation or deconsolidation of such entities, is not material to our financial statements. Our exposure to loss from entities in which we have made such investments is limited to the extent of our investment in, or investment commitment to, such entities. See “Critical Accounting Policies and Estimates—Investments” above for more information regarding our investments.

59

 

Generally, when the Company initially invests to seed an investment entity, the Company is the majority owner of the entity. Our majority ownership in seed investment entities represents a controlling interest, except when we are the general partner in such entities and the third-party investors have the right to replace the general partner. To the extent material, we consolidate seed investment entities in which we own a controlling interest, and we would deconsolidate any such entity when we no longer have a controlling interest in such entity.

Risk Management

Investments

The Company has investments in a variety of asset classes, primarily debt and equity securities, and interests in alternative investments, debt, equity and private equity funds. The Company makes investments primarily to seed strategies in our Asset Management business or to reduce exposure arising from LFI and other similar deferred compensation arrangements. The Company measures its net economic exposure to market and other risks arising from investments that it owns, excluding (i) investments held in connection with LFI and other similar deferred compensation arrangements, (ii) investments in funds owned entirely by the noncontrolling interest holders of certain acquired entities and (iii) interest-bearing deposits with maturities over 90 days that allow daily withdrawals without principal penalties.

Risk sensitivities include the effects of economic hedging. For equity market price risk, investment portfolios and their corresponding hedges are beta-adjusted to the All-Country World equity index. Fair value and sensitivity measurements presented herein are based on various portfolio exposures at a particular point in time and may not be representative of future results. Risk exposures may change as a result of ongoing portfolio activities and changing market conditions, among other things.

Equity Market Price Risk—At March 31, 2019 and December 31, 2018, the Company’s exposure to equity market price risk in its investment portfolio, which primarily relates to investments in equity securities, equity funds and hedge funds, was approximately $111 million and $84 million, respectively. The Company hedges market exposure arising from a significant portion of our equity investment portfolios by entering into total return swaps. The Company estimates that a hypothetical 10% adverse change in market prices would result in a net decrease of approximately $1.3 million and $0.8 million in the carrying value of such investments as of March 31, 2019 and December 31, 2018, respectively, including the effect of the hedging transactions.

Interest Rate/Credit Spread Risk—At March 31, 2019 and December 31, 2018, the Company’s exposure to interest rate and credit spread risk in its investment portfolio related to investments in debt securities or funds which invest primarily in debt securities was $292 million and $245 million, respectively. The Company hedges market exposure arising from a portion of our debt investment portfolios by entering into total return swaps. The Company estimates that a hypothetical 100 basis point adverse change in interest rates or credit spreads would result in a decrease of approximately $1.3 million and $0.9 million in the carrying value of such investments as of March 31, 2019 and December 31, 2018, respectively, including the effect of the hedging transactions.

Foreign Exchange Rate Risk—At March 31, 2019 and December 31, 2018, the Company’s exposure to foreign exchange rate risk in its investment portfolio, which primarily relates to investments in foreign currency denominated equity and debt securities, was $49 million and $41 million, respectively. A significant portion of the Company’s foreign currency exposure related to our equity and debt investment portfolios is hedged through the aforementioned total return swaps. The Company estimates that a 10% adverse change in foreign exchange rates versus the U.S. Dollar would result in a decrease of approximately $0.7 million and $0.1 million in the carrying value of such investments as of March 31, 2019 and December 31, 2018, respectively, including the effect of the hedging transactions.

Private Equity—The Company invests in private equity primarily as a part of its co-investment activities and in connection with certain legacy businesses. At both March 31, 2019 and December 31, 2018, the Company’s exposure to changes in fair value of such investments was approximately $42 million. The Company estimates that a hypothetical 10% adverse change in fair value would result in a decrease of approximately $4.2 million in the carrying value of such investments as of both March 31, 2019 and December 31, 2018.

Risks Related to Receivables

We maintain an allowance for doubtful accounts to provide coverage for probable losses from our receivables. We determine the adequacy of the allowance by estimating the probability of loss based on our analysis of the client’s creditworthiness, among other things, and specifically provide for exposures where we determine the receivables are impaired. At March 31, 2019, total receivables amounted to $722 million, net of an allowance for doubtful accounts of $43 million. As of that date, Financial Advisory and Asset Management fees, receivables from Lazard Ltd subsidiaries, and customers and other receivables comprised 66%, 7% and 27% of total receivables, respectively. At December 31, 2018, total receivables amounted to $704 million, net of an allowance for doubtful

60

 

accounts of $40 million. As of that date, Financial Advisory and Asset Management fees, receivables from Lazard Ltd subsidiaries,  and customers and other receivables comprised 71%, 3% and 26% of total receivables, respectively. At March 31, 2019 and December 31, 2018, the Company had receivables past due or deemed uncollectible of approximately $52 million and $42 million, respectively. See also “Critical Accounting Policies and Estimates—Revenue Recognition” above and Note 4 of Notes to Condensed Consolidated Financial Statements for additional information regarding receivables.

LFB engages in lending activities, including commitments to extend credit (primarily for clients of LFG). At March 31, 2019 and December 31, 2018, customer receivables included $69 million and $64 million, respectively, of LFB loans, with such loans being fully collateralized and closely monitored for counterparty creditworthiness.

Credit Concentrations

To reduce the exposure to concentrations of credit, the Company monitors large exposures to individual counterparties.

Risks Related to Derivatives

Lazard enters into forward foreign currency exchange contracts and interest rate swaps to hedge exposures to currency exchange rates and interest rates and uses total return swap contracts on various equity and debt indices to hedge a portion of its market exposure with respect to certain seed investments related to our Asset Management business. Derivative contracts are recorded at fair value. Derivative assets amounted to $3 million and $12 million at March 31, 2019 and December 31, 2018, respectively, and derivative liabilities, excluding the derivative liability arising from the Company’s obligation pertaining to LFI and other similar deferred compensation arrangements, amounted to $4 million and $1 million at such respective dates.

The Company also records derivative liabilities relating to its obligations pertaining to LFI awards and other similar deferred compensation arrangements, the fair value of which is based on the value of the underlying investments, adjusted for estimated forfeitures. Changes in the fair value of the derivative liabilities are equally offset by the changes in the fair value of investments which are expected to be delivered upon settlement of LFI awards. Derivative liabilities relating to LFI amounted to $242 million and $188 million at March 31, 2019 and December 31, 2018, respectively.

Risks Related to Cash and Cash Equivalents and Corporate Indebtedness

A significant portion of the Company’s indebtedness has fixed interest rates, while its cash and cash equivalents generally have market interest rates. Based on account balances as of March 31, 2019, Lazard estimates that its annual operating income relating to cash and cash equivalents would increase by approximately $10 million in the event interest rates were to increase by 1% and decrease by approximately $10 million if rates were to decrease by 1%.

As of March 31, 2019, the Company’s cash and cash equivalents totaled approximately $1,003 million. Substantially all of the Company’s cash and cash equivalents were invested in (i) highly liquid institutional money market funds (a significant majority of which were invested solely in U.S. Government or agency money market funds), (ii) in short-term interest bearing and non-interest bearing accounts at a number of leading banks throughout the world, (iii) in short-term certificates of deposit from such banks and (iv) in short-term U.S. Treasury securities. Cash and cash equivalents are constantly monitored. On a regular basis, management reviews its investment profile as well as the credit profile of its list of depositor banks in order to adjust any deposit or investment thresholds as necessary.

Operational Risk

Operational risk is inherent in all our business and may, for example, manifest itself in the form of errors, breaches in the system of internal controls, employee misconduct, business interruptions, fraud, including fraud perpetrated by third parties, or legal actions due to operating deficiencies or noncompliance. The Company maintains a framework including policies and a system of internal controls designed to monitor and manage operational risk and provide management with timely and accurate information. Management within each of the operating companies is primarily responsible for its operational risk programs. The Company has in place business continuity and disaster recovery programs that manage its capabilities to provide services in the case of a disruption. We purchase insurance policies designed to help protect the Company against accidental loss and losses that may significantly affect our financial objectives, personnel, property or our ability to continue to meet our responsibilities to our various stakeholder groups.

Recent Accounting Developments

For a discussion of recently issued accounting developments and their impact or potential impact on Lazard’s consolidated financial statements, see Note 2 of Notes to Condensed Consolidated Financial Statements.

61

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Risk Management

Quantitative and qualitative disclosures about market risk are included under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Risk Management”.

Item 4.

Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this quarterly report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this quarterly report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In addition, no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during our most recent fiscal quarter that has materially affected, or is likely to materially affect, our internal control over financial reporting.

As of January 1, 2019, we implemented a new enterprise resource planning (“ERP’) system, by transitioning certain of our operations, including the general ledger, to the new ERP system.  We have modified our existing controls infrastructure, as well as added other processes and internal controls, to adapt to our new ERP system and to take advantage of the increased functionality of the new system.

 

 

62

 

PART II. OTHER INFORMATION

Item 1.

The Company is involved from time to time in judicial, regulatory and arbitration proceedings and inquiries concerning matters arising in connection with the conduct of our businesses, including proceedings initiated by former employees alleging wrongful termination. The Company reviews such matters on a case-by-case basis and establishes any required accrual if a loss is probable and the amount of such loss can be reasonably estimated. The Company experiences significant variation in its revenue and earnings on a quarterly basis. Accordingly, the results of any pending matter or matters could be significant when compared to the Company’s earnings in any particular fiscal quarter. The Company believes, however, based on currently available information, that the results of any pending matters, in the aggregate, will not have a material effect on its business or financial condition.

Item 1A.

Risk Factors

There were no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

 

 

63

 

PART IV

Item 6.

Exhibits

 

    3.1

 

Certificate of Formation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement (File No. 333-126751) on Form S-4 filed on July 21, 2005).

 

 

 

    3.2

 

Certificate of Amendment of Certificate of Formation of the Registrant, changing name to Lazard Group LLC (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement (File No. 333-126751) on Form S-4 filed on July 21, 2005).

 

 

 

    3.3

 

Amended and Restated Operating Agreement of the Registrant, dated as of February 4, 2019 (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report (File No. 333-126751) on Form 8-K filed on February 5, 2019).

 

 

 

    4.1

 

Indenture, dated as of May 10, 2005, by and between the Registrant and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement (File No. 333-126751) on Form S-4 filed on July 21, 2005).

 

 

 

    4.2

 

Sixth Supplemental Indenture, dated as of February 13, 2015, between the Registrant and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (File No. 333-126751) filed on February 13, 2015).

 

 

 

    4.3

 

Seventh Supplemental Indenture, dated as of November 4, 2016, between Lazard Group LLC and the Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (File No. 333-126751) filed on November 7, 2016).

 

 

 

    4.4

 

Eighth Supplemental Indenture, dated as of September 19, 2018, between Lazard Group LLC and the Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 333-126751) filed on September 19, 2018).

 

 

 

    4.5

 

Ninth Supplemental Indenture, dated as of March 11, 2019, between Lazard Group LLC and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 333-126751) filed on March 11, 2019).

 

 

 

    4.6

 

Form of Senior Note (included in Exhibits 4.2, 4.3, 4.4 and 4.5).

 

 

 

  10.1

 

Lease, dated as of January 27, 1994, by and between Rockefeller Center Properties and Lazard Frères & Co. LLC (incorporated by reference to Exhibit 10.19 to Lazard Ltd’s Registration Statement (File No. 333-121407) on Form S-1/A filed on February 11, 2005).

 

 

 

  10.2

 

Fourth Amendment dated as of February 16, 2011, by and among RCPI Landmark Properties, L.L.C. (as the successor in interest to Rockefeller Center Properties), RCPI 30 Rock 22234849, L.L.C. and Lazard Group LLC (as the successor in interest to Lazard Frères & Co. LLC), to the Lease dated as of January 27, 1994, by and among Rockefeller Center Properties and Lazard Frères & Co. LLC (incorporated by reference to Exhibit 10.15 to the Registrant’s Quarterly Report (File No. 333-126751) on Form 10-Q filed on April 29, 2011).

 

 

 

  10.3*

 

Lazard Ltd’s 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.21 to Lazard Ltd’s Registration Statement (File No. 333-121407) on Form S-1/A filed on May 2, 2005).

 

 

 

  10.4*

 

Lazard Ltd’s 2008 Incentive Compensation Plan (incorporated by reference to Annex B to Lazard Ltd’s Definitive Proxy Statement on Schedule 14A (File No. 001-32492) filed on March 24, 2008).

 

 

 

  10.5*

 

Lazard Ltd’s 2016 French Sub-plan (incorporated by reference to Annex B to Lazard Ltd’s Definitive Proxy Statement on Schedule 14A (File No. 001-32492) filed on March 10, 2016).

 

 

 

  10.6*

 

Lazard Ltd 2018 Incentive Compensation Plan (incorporated by reference to Annex B to Lazard Ltd’s Definitive Proxy Statement on Schedule 14A (File No. 001-32492) filed on March 15, 2018).

 

 

 

  10.7*

 

Amended and Restated Agreement relating to Retention and Noncompetition and Other Covenants, dated as of March 29, 2019, by and among the Registrant, Lazard Ltd and Kenneth M. Jacobs (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 333-126751) filed on April 3, 2019).

 

 

 

  10.8*

 

Amended and Restated Agreement relating to Retention and Noncompetition and Other Covenants, dated as of March 29, 2019, by and among the Registrant, Lazard Ltd and Ashish Bhutani (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 333-126751) filed on April 3, 2019).

 

 

 

  10.9*

 

Amended and Restated Agreement relating to Retention and Noncompetition and Other Covenants, dated as of March 29, 2019, by and among the Registrant, Lazard Ltd and Scott D. Hoffman (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 333-126751) filed on April 3, 2019).

 

 

 

64

 

  10.10*

 

Agreement relating to Retention and Noncompetition and Other Covenants, dated as of March 29, 2019, by and among the Registrant, Lazard Ltd and Evan L. Russo (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 333-126751) filed April 3, 2019).

 

 

 

  10.11*

 

Amended and Restated Agreement relating to Retention and Noncompetition and Other Covenants, dated as of March 29, 2019, by and among the Registrant, Lazard Ltd and Alexander F. Stern (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No. 333-126751) filed on April 3, 2019).

 

 

 

  10.12*

 

Form of Award Letter for Annual Grant of Deferred Stock Units to Non-Executive Directors (incorporated by reference to Exhibit 99.1 to Lazard Ltd’s Current Report on Form 8-K (File No. 001-32492) filed on September 8, 2005).

 

 

 

  10.13*

 

Form of Agreement evidencing a grant of Restricted Stock Units to Executive Officers under the 2008 Incentive Compensation Plan (incorporated by reference to Exhibit 10.41 to Lazard Ltd’s Annual Report (File No. 001-32492) on Form 10-K filed on March 2, 2009).

 

 

 

  10.14*

 

Form of Agreement evidencing a grant of Deferred Cash Award to Executive Officers (incorporated by reference to Exhibit 10.42 to Lazard Ltd’s Annual Report (File No. 001-32492) on Form 10-K filed on March 2, 2009).

 

 

 

  10.15*

 

Directors’ Fee Deferral Unit Plan (incorporated by reference to Exhibit 10.39 to Lazard Ltd’s Quarterly Report (File No.001-32492) on Form 10-Q filed on May 11, 2006).

 

 

 

  10.16

 

Amended and Restated Credit Agreement, dated as of September 25, 2015, among the Registrant, the Banks from time to time parties thereto, and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.25 to the Registrant’s Quarterly Report (File No. 333-126751) on Form 10-Q filed on October 28, 2015).

 

 

 

  10.17*

 

Form of Agreement evidencing a grant of Lazard Fund Interests to Named Executive Officers (incorporated by reference to Exhibit 10.54 to the Registrant’s Quarterly Report (File No. 333-126751) on Form 10-Q filed on May 1, 2013).

 

 

 

  10.18*

 

Form of Agreement evidencing a February 20, 2014 grant of Performance-Based Stock Units under the 2008 Incentive Compensation Plan (incorporated by reference to Exhibit 10.54 to the Registrant’s Quarterly Report (File No. 333-126751) on Form 10-Q filed on May 6, 2014).

 

 

 

  10.19*

 

Agreement between Lazard Ltd and Kenneth M. Jacobs, dated as of February 20, 2014, evidencing a grant of Performance-Based Stock Units under the 2008 Incentive Compensation Plan (incorporated by reference to Exhibit 10.55 to the Registrant’s Quarterly Report (File No. 333-126751) on Form 10-Q filed on May 6, 2014).

 

 

 

  10.20*

 

Form of Agreement evidencing a grant of Restricted Stock under the 2008 Incentive Compensation Plan (incorporated by reference to Exhibit 10.54 to the Registrant’s Quarterly Report (File No. 333-126751) on Form 10-Q filed on April 30, 2010).

 

 

 

  10.21*

 

Form of Agreement evidencing a grant of Lazard Fund Interests (incorporated by reference to Exhibit 10.54 to the Registrant’s Quarterly Report (File No. 333-126751) on Form 10-Q filed on April 29, 2011).

 

 

 

  10.22*

 

Form of Agreement for Performance-Based Profits Interest Participation Right Units under the 2018 Incentive Compensation Plan.

 

 

 

  31.1

 

Rule 13a-14(a) Certification of Kenneth M. Jacobs.

 

 

 

  31.2

 

Rule 13a-14(a) Certification of Evan L. Russo.

 

 

 

  32.1

 

Section 1350 Certification for Kenneth M. Jacobs.

 

 

 

  32.2

 

Section 1350 Certification for Evan L. Russo.

 

 

 

101.INS

 

XBRL Instance Document - the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document.

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase

 

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase

 

*

Management contract or compensatory plan or arrangement.

 

 

65

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: April 29, 2019

 

 

LAZARD GROUP LLC

 

 

 

 

 

By:

 

/s/    Evan L. Russo

 

Name:

 

Evan L. Russo

 

Title:

 

Chief Financial Officer

 

 

 

 

 

By:

 

/s/    Dominick Ragone

 

Name:

 

Dominick Ragone

 

Title:

 

Chief Accounting Officer

 

 

66
lzd-ex1022_69.htm

 

EXHIBIT 10.22

PERFORMANCE-BASED PROFITS INTEREST PARTICIPATION RIGHT UNIT AGREEMENT

THIS AGREEMENT, dated as of          by, and among Lazard Ltd, a Bermuda exempted company (the “Company”), Lazard Group LLC, a Delaware limited liability company (“Lazard Group”), and             (the “Member”).

W I T N E S S E T H

In consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows:

1.  Grant and Vesting of PIPR Interest.

(a)  Subject to the provisions of this Agreement, the provisions of the Company’s 2018 Incentive Compensation Plan (the “Plan”) and the Amended and Restated Operating Agreement of Lazard Group, as amended from time to time (the “Operating Agreement”) (all capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Operating Agreement, unless otherwise specified), Lazard Group hereby grants to the Member, as of the date set forth above (the “Grant Date”), a PIPR Interest issued on the date hereof as           PIPR Units.

The PIPR Interest is an “Other Equity-Based Award” within the meaning of Section 8 of the Plan.  These PIPR Units are performance-based restricted participation units, or PRPUs, and are Performance PIPRs for purposes of the Operating Agreement.  Subject to the terms and conditions set forth in this Agreement, the Member will earn (or be deemed to earn) a number of PIPR Units that is between 0% and 100% of the number of PIPR Units subject to this Agreement, such number of earned PIPR Units to be determined based on the achievement of the performance goals set forth on Appendix A (the “Performance Conditions”).

(b)  Subject to the terms and conditions of this Agreement and to the provisions of the Plan, each PIPR Unit shall vest and, subject to the Operating Agreement, no longer be subject to forfeiture, upon the date on which all of the following conditions have been satisfied:

(i) such PIPR Unit has become an Equitized PIPR Unit (such date, as applicable to the relevant PIPR Unit, the “Equitization Date”);

(ii) the Member has remained in continuous service to the Company or any of its Affiliates until             (such condition, the “Service Condition”); and

(iii) the Committee (as defined in the Plan) concludes that during the period beginning on         and ending on                         (the “Performance Period”), the Company has achieved the Performance Conditions and specifies the level at which the PIPR Units shall vest, based on the scoring, adjustment and weighting provisions set forth in Appendix A; provided, however, that the Committee, in its sole discretion, may interpret the goals and scoring set forth in Appendix A as it deems necessary or appropriate (including, without limitation, to the extent necessary to

 

 

address extraordinary events or circumstances).  The ultimate score achieved based on Appendix A (which may range from 0.0 to 2.0) will be multiplied by        PIPR Units (the “Target PIPR Units”) in order to determine the number of PIPR Units, if any, that may vest upon satisfaction of the Service Condition.  Furthermore, the Committee shall determine, following the end of each fiscal year, during the Performance Period and in accordance with the methodology described in the first sentence of this Section 1(b)(iii), the extent to which the Company has achieved the Performance Conditions with respect to such fiscal year and, in the event that the Performance Conditions in that year have been achieved at the target level (i.e., the 1.0 level) or above, the Performance Conditions will be deemed satisfied with respect to twenty-five percent (25%) of the Target PIPR Units (any such PIPR Units that are earned in accordance with this sentence, the “Fiscal Year PIPR Units”). Any Fiscal Year PIPR Units will vest upon satisfaction (or deemed satisfaction) of the Service Condition and the occurrence of the relevant Equitization Date on or before the fifth anniversary of the date of grant (such date, the “Final Equitization Date”) in accordance with Section 1(b)(i), 1(b)(ii), 1(c), 1(d) or 1(e).  In the event that the Committee makes any conclusion regarding the achievement of the Performance Conditions for the full Performance Period (or, in the case of Section 1(c)(i) or 1(e)(i), for a portion thereof), then any Fiscal Year PIPR Units will be applied to reduce the number of PIPR Units that would otherwise be earned in accordance with this Agreement.

The date that both the Performance Condition and the Service Condition have been satisfied with respect to an Unvested Award (as defined below) is referred to herein as the “Vesting Date”, and an Unvested PIPR Unit or any Share (as defined in the Plan) that the Member receives in exchange for an Equitized PIPR Unit pursuant to Section 4 or receives pursuant to Section 10(a) (each such Share, a “Restricted Share”) that is outstanding prior to the Vesting Date is referred to as an “Unvested Award”.

Notwithstanding anything in this Agreement or in the Plan to the contrary, except as provided in this Section 1(b) and Section 1(e), the Member will forfeit all Unvested Awards and all rights thereunder will terminate in the event that the Member incurs a Termination of Employment (as defined in the Plan) prior to the Vesting Date for any reason not set forth in Section 1(c), which Termination of Employment and forfeiture shall be deemed to occur on the date that the Member provides notice of termination to the Company, in the case of a resignation by the Member, or on the Date of Termination (as defined in Appendix B), in the case of Termination of Employment by the Company.  In addition, all Unvested Awards, but excluding any Fiscal Year PIPR Units (or any Restricted Shares received in exchange for Fiscal Year PIPR Units), shall be forfeited by the Member to the extent that, following the last day of the Performance Period (or such earlier date as specified in Section 1(c)(i) or 1(e)(i)), the Performance Conditions with respect to such Unvested Awards have not been satisfied.  The Member’s PIPR Capital with respect to a PIPR Unit that has been forfeited, canceled or terminated shall be treated as provided in Section 4.03(c)(iv) of the Operating Agreement.

(c)  (i) Except as set forth in Section 1(e), in the event that the Member incurs a Termination of Employment prior to the Vesting Date due to (A) the Member’s Disability (as defined in the Plan), (B) the Member’s death or (C) a Termination of Employment by the Company other than for Cause, the Member shall no longer be required to remain in continuous service to satisfy the Service Condition and the Unvested Awards shall no longer be subject to the Performance Conditions, but (other than in the case of death) the Unvested Awards shall

-2-

 

 

remain outstanding and subject to forfeiture pursuant to Section 1(d) through the Vesting Date (for the avoidance of doubt, each PIPR Unit will remain outstanding subject to the occurrence of the relevant Equitization Date on or before the Final Equitization Date), and (other than in the case of death) will be subject to forfeiture pursuant to Section 1(d) through the Vesting Date);  provided that the Performance Conditions shall be deemed satisfied with respect to the Unvested Awards based on (1) the actual performance level during the period beginning on the first day of the Performance Period and ending on the last day of the most recent fiscal quarter preceding the Date of Termination (or, if the Date of Termination occurs more than halfway through a fiscal quarter, the last day of such current fiscal quarter), as determined by the Committee, and (2) deemed performance at the target level for the period beginning on the first day of the following fiscal quarter through the last day of the Performance Period.  

(ii) Except as set forth in Section 1(e), in the event that the Member incurs a Termination of Employment prior to the Vesting Date due to the Member’s Retirement (as defined below), the Member shall no longer be required to remain in continuous service to satisfy the Service Condition, but the Unvested Awards shall remain outstanding and subject to forfeiture pursuant to Section 1(d) through the Vesting Date (for the avoidance of doubt, each PIPR Unit will remain outstanding subject to the occurrence of the relevant Equitization Date on or before the Final Equitization Date, and will be subject to forfeiture pursuant to Section 1(d) through the Vesting Date) and, except for any Fiscal Year PIPR Units (or Restricted Shares received in exchange for Fiscal Year PIPR Units), shall remain subject to the Performance Conditions. Such Unvested Awards (excluding Fiscal Year PIPR Units or any Restricted Shares received in exchange for Fiscal Year PIPR Units) shall vest at the level determined by the Committee following the last day of the Performance Period, based on actual performance during the Performance Period. For purposes of this Agreement, “Retirement” shall mean that the Member voluntarily incurs a Termination of Employment on or after the date on which the Member meets all of the requirements of the retirement policy applicable to equity awards granted under the Plan, as in effect from time to time.

(d)   Notwithstanding anything to the contrary in this Agreement, in the event that the Member incurs a Termination of Employment by the Company other than for Cause or a Termination of Employment due to Retirement in accordance with Section 1(c)(ii), in either case, prior to a Change in Control (as defined in the Plan), the Unvested Awards shall be treated as provided in Section 1(c)(i) or Section 1(c)(ii), as applicable, only if the Member (or the Member’s estate, if applicable) signs a customary release of claims in favor of the Company and its Affiliates that is acceptable to the Company, and such release becomes effective and irrevocable on or before the 65th day following the Member’s Termination of Employment.  In the event the Member (or the Member’s estate, if applicable) does not sign such release or revokes such release before it becomes effective, the Member shall forfeit all rights to any Unvested Awards.  In the event that, prior to a Change in Control or prior to a Termination of Employment (including by reason of Retirement in accordance with Section 1(c)(ii)) following a Change in Control, as applicable, the Member violates any of the restrictive covenants set forth in Appendix B, which are incorporated herein by reference (the “Restrictive Covenants”), all outstanding Unvested Awards (including Fiscal Year PIPR Units (and Restricted Shares received in exchange for Fiscal Year PIPR Units)) shall be forfeited and canceled.  For the avoidance of doubt, in no event shall a violation of the Restrictive Covenants following a Termination of Employment serve as a basis for forfeiture of Unvested Awards from and after a Change in

-3-

 

 

Control.  Notwithstanding that certain Restrictive Covenants apply for only a limited period following Termination of Employment, in the event that the Member incurs a Termination of Employment by reason of Retirement, the Member will forfeit any outstanding Unvested Awards if the Member does not comply with all of the Restrictive Covenants until the Vesting Date.

(e)  (i) Notwithstanding any provision of this Agreement to the contrary, in the event of a Change in Control that occurs prior to the end of the Performance Period (without regard to whether the Member’s Retirement has occurred on or prior to the date of such Change in Control), the Performance Conditions shall no longer apply and, instead, shall be deemed to have been satisfied as of immediately prior to the Change in Control at the greater of (A) the target level and (B) the actual performance level achieved during the period beginning at the start of the Performance Period and ending on the date of such Change in Control, as determined by the Committee prior to the Change in Control with any necessary exercise of discretion determined by the Committee prior to the Change in Control (the greater of (A) and (B), the “Deemed Performance Level”).  Upon a Change in Control, an Equitized PIPR Unit or a Restricted Share may be converted into an award in respect of stock of, or other equity interests in, the acquirer (or one of its affiliates) based on the value of such Unvested Award (in the case of an Equitized PIPR Unit that is in Parity, which value shall be determined as if exchanged for a Share on a one-for-one basis) at the time of such Change in Control and, following conversion, any such award will be considered an Unvested Award to the extent provided in this Agreement.  A Non-Equitized PIPR Unit outstanding as of a Change in Control may either (i) remain outstanding or (ii) be converted into replacement awards in accordance with Section 10(a) of this Agreement and Section 4.03(c)(iv) of the Operating Agreement in respect of stock of, or other equity interests in, the acquirer (or one of its affiliates).  Except as otherwise provided in this Section 1(e)(i) and Section 1(e)(ii), following a Change in Control, the Unvested Awards shall remain subject to the Service Condition; provided, however, that in the event that the Member incurs a Termination of Employment upon or following a Change in Control but prior to the Vesting Date under any of the circumstances described in Section 1(c), the Service Condition shall be deemed to have been satisfied immediately upon such Termination of Employment, and the date of such Termination of Employment shall be deemed to be the Vesting Date for purposes of such Unvested Awards (and any related Unvested Dividend Amount (as defined in Section 6 of this Agreement)).  Furthermore, in the event that the Member incurs a Termination of Employment under any of the circumstances described in Section 1(c) prior to the Vesting Date and prior to a Change in Control, upon a Change in Control, the date of the Change in Control shall be deemed to be the Vesting Date for purposes of any Unvested Awards (and any related Unvested Dividend Amount).  Notwithstanding the forgoing, solely to the extent required to avoid taxation and penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),  the Unvested Awards (and any related Unvested Dividend Amount) shall be settled no later than March 15th of the calendar year (or, if applicable, two and one-half months after the end of the applicable service recipient’s fiscal year) following the later of (i) the calendar year (or fiscal year, as applicable) in which the Change in Control occurs and (ii) the calendar year (or fiscal year, as applicable) in which the Unvested Awards (and any related Unvested Dividend Amount) are no longer subject to a “substantial risk of forfeiture” within the meaning of Section 409A of the Code.  In the event of settlement of any Unvested Awards (and any related Unvested Dividend Amount) prior to the Vesting Date (or deemed Vesting Date) in accordance with the immediately preceding sentence, a portion of the Shares (or acquirer shares) may be sold pursuant to Section 1(e)(iv) below, and the remainder of the Unvested Award (and any related

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Unvested Dividend Amount) will remain forfeitable until the Vesting Date (or deemed Vesting Date).

(ii) Notwithstanding any other provision of this Agreement, in the event of a Change in Control prior to the Vesting Date, unless (A) either (1) the Unvested Awards remain outstanding following the Change in Control or (2) provision is made in connection with the Change in Control for assumption of Unvested Awards or substitution of such Unvested Awards for new awards covering equity interests in a successor entity, with appropriate adjustments to the number of Unvested Awards, as determined by the Committee (as defined in the Plan) in accordance with Section 1(e)(i) of this Agreement and Section 4.03(c)(iv) of the Operating Agreement, prior to the Change in Control pursuant to Section 3(b)(ii) of the Plan and (B) the material terms and conditions of such Unvested Awards as in effect immediately prior to the Change in Control are preserved following the Change in Control (including, without limitation, with respect to the vesting schedule, the intrinsic value of the Unvested Awards (or similar potential fair value in accordance with Section 10(a) of this Agreement and Section 4.03(c)(iv) of the Operating Agreement, in the case of a Non-Equitized PIPR Unit) and transferability of the Unvested Awards (and interests into which the Unvested Awards may be converted or exchanged) prior to and following the Change in Control), the Service Condition shall be deemed satisfied and the Performance Conditions shall be deemed satisfied at the Deemed Performance Level immediately upon such Change in Control, and the date of the Change in Control shall be deemed to be the Vesting Date for purposes of such Unvested Awards (and any related Unvested Dividend Amount).

(iii) Notwithstanding Section 10(a) of the Plan, except as set forth in Section 1(e)(ii), in the event that the Member incurs a Termination of Employment upon or following a Change in Control but prior to the Vesting Date, under any circumstances other than those described in Section 1(c) or this Section 1(e) (including a voluntary resignation if the individual is not retirement eligible (in accordance with the Company’s policies as in effect prior to the Change in Control) or a termination for Cause), then any outstanding Unvested Awards shall be immediately forfeited.

(iv) To the extent that the conversion, assumption or substitution of the PIPR Units in connection with a Change in Control would result in the Member incurring tax liability with respect to such PIPR Units, subject to applicable law and any policies of the Company or any successor that impose trading restrictions (such as blackout periods), the Member shall be permitted to sell the number of Shares (or acquirer shares) subject to the replacement award that the Company determines to be necessary to satisfy the Member’s tax liability incurred in connection with such exchange.  Any such Shares (or acquirer shares) that the Member is entitled to sell pursuant to this Section 1(e)(iv) will no longer be considered Unvested Awards.

2.  Capital.

(a)  Capital Contribution.  Each Member of Lazard Group has made or shall be required to make an initial capital contribution to Lazard Group.  In the event that the Member fails to make the required capital contribution prior to the date specified by Lazard Group, the PIPR Units will be immediately forfeited and the Member will have no further rights pursuant to this Agreement.

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(b)  PIPR Capital Accounts.

(i) On the Grant Date, the Member’s initial PIPR Capital Account shall have a balance of zero, provided that in the event that the Member has made a capital contribution to Lazard Group pursuant to Section 2(a) above, then the Member’s initial PIPR Capital Account balance shall equal the amount of such contribution.  The Member shall not be entitled to withdraw or otherwise receive any distributions in respect of, or any return on, any PIPR Capital except as provided in the Operating Agreement.

(ii) Certain adjustments to the Member’s PIPR Capital Account shall be handled in the manner specified in Section 5.04 of the Operating Agreement (the date of any such adjustment, a “Revaluation Date”).

3.  Achievement of Equitizing Target Capital.

Upon any Revaluation Date, PIPR Units shall become Equitized PIPR Units subject to the conditions set forth in the Operating Agreement.  Except as otherwise set forth in this Agreement, any Non-Equitized PIPR Unit that does not become an Equitized PIPR Unit on such Revaluation Date shall remain outstanding and shall be eligible to become an Equitized PIPR Unit on each subsequent Revaluation Date in accordance with the Operating Agreement; provided that any such Non-Equitized PIPR Unit that has not become an Equitized PIPR Unit on or prior to the Final Equitization Date shall be automatically forfeited.  For the avoidance of doubt, from and after the relevant Equitization Date, the Equitized PIPR Units shall remain Unvested Awards until the Vesting Date.  

4.  Exchange of Equitized PIPR Units for Shares.

(a)  As of the Vesting Date, the Member shall have the right to exchange all of the Member’s Equitized PIPR Units that are Exchangeable PIPR Units for Shares at such times, on the terms, and subject to the conditions set forth in Section 7.03 of the Operating Agreement; provided that, notwithstanding anything in Section 7.03(a) of the Operating Agreement to the contrary, in no event shall Lazard Group be permitted to defer an exchange of the Member’s Exchangeable PIPR Units if the Member is an “officer” within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b)  The Committee shall have the right to require the exchange of any or all Equitized PIPR Units that the Member has received pursuant to this Agreement for Shares in accordance with Section 7.03 of the Operating Agreement.  In the event that the Committee requires any such exchange prior to the Vesting Date, then the Shares that the Member receives will be considered an Unvested Award until the Vesting Date and will be subject to the forfeiture provisions in Section 1 of this Agreement.  Notwithstanding anything in this Agreement, the Plan or the Operating Agreement to the contrary, in the event that the Committee requires an exchange of Equitized PIPR Units for Shares, subject to Section 7.03(f) of the Operating Agreement, applicable law and any Company policies that impose trading restrictions (such as blackout periods), the Shares will be subject to the same vesting conditions that were applicable to the Equitized PIPR Units; provided that the Member shall be permitted to sell the number of Shares that the Company determines to be necessary to satisfy the Member’s tax liability

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incurred with respect to such Shares and in connection with such exchange.  Any such Shares that the Member is entitled to sell pursuant to this Section 4(b) will no longer be considered Unvested Awards.

5.  Nontransferability.

(a)  Except as provided by the Committee, the PIPR Units shall not be transferrable by the Member except as set forth in Section 7.02(c) of the Operating Agreement, and the Restricted Shares shall not be transferable by the Member by means of sale, assignment, exchange, encumbrance, pledge, hedge or otherwise, except (i) upon the death of the Member, a transfer by operation of law to the Member’s estate, direct descendants or spouse or (ii) to an affiliate of the Company in exchange solely for affiliate equity interests.  In the event of any transfer pursuant Section 7.02(c) of the Operating Agreement or any transfer pursuant to the preceding clause (i) or (ii) of this Section 5(a), any obligations of the Member to claim tax benefits or to refund amounts to the Company or Lazard Group shall be binding upon the relevant Transferee.

(b)  Any Unvested Awards that are Shares shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates.  Any certificate or book entry credit delivered or entered in respect thereof pursuant to Section 4(b) of this Agreement shall be registered in the name of the Member and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable thereto, substantially in the following form:

“The transferability of this certificate (if certificated) and the shares of stock represented hereby is subject to the terms and conditions (including forfeiture) of the Lazard Ltd 2018 Incentive Compensation Plan, the Amended and Restated Operating Agreement of Lazard Group LLC and an Award Agreement, as well as the terms and conditions of applicable law.  Copies of such Plan, Operating Agreement and Award Agreement are on file at the offices of Lazard Ltd.”

The Committee is likely to require that the certificates or book entry credits evidencing title of the Restricted Shares be held in custody by the escrow agent (if any) that is designated by the Company (the “Designated Escrow Agent” which, in the absence of any such designation, shall mean the Company) until the restrictions thereon shall have lapsed and that, as a condition of receiving the Restricted Shares, the Member shall have delivered to the Company a stock power, endorsed in blank, relating to such Restricted Shares.  If and when the Vesting Date occurs with respect to the Restricted Shares or the Restricted Shares otherwise become vested in accordance with Section 1(c)(i) or 1(e), provided that the Restricted Shares have not been forfeited pursuant to Section 1(b), 1(d) or 1(e)(iii), the legend set forth above shall be removed from the certificates or book entry credits evidencing such Shares within 30 days following such date.  Notwithstanding the foregoing, the Designated Escrow Agent shall be entitled to hold the Restricted Shares until the Company shall have received from the Member a duly executed Form W-9 and any other information or completed forms the Company may reasonably require.

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6.  Allocations, Distributions and Dividends.

Allocations and distributions with respect to the PIPR Units (including tax distributions) shall be handled in the manner specified in the Operating Agreement.  In the case of any Restricted Shares, any dividends or other distributions that are paid on such Restricted Shares prior to the Vesting Date (whether payable in cash or in kind) will be held by the Designated Escrow Agent and shall vest and be paid (less any taxes required to be withheld) at the time the corresponding Restricted Shares vest (it being understood that the provisions of this sentence shall not apply to any extraordinary dividends or distributions, which are addressed in Section 9 of this Agreement and Section 3(c)(i) of the Plan).  In the event that any Restricted Shares are forfeited in accordance with Section 1(b), 1(d) or 1(e)(iii), all dividends held by the Designated Escrow Agent with respect to such Restricted Shares shall also be forfeited.  The amount of any distributions credited under Section 6.03 of the Operating Agreement to the Member’s PIPR Units prior to the Vesting Date and any amounts that are held by the Designated Escrow Agent, are referred to herein as “Unvested Dividend Amounts”.  Any such Unvested Dividend Amounts shall be settled through a cash payment (less any prior tax distributions pursuant to Section 6.02 of the Operating Agreement in respect of Unvested Dividend Amounts) to the Member upon the Member’s satisfaction of the Service Condition and the Performance Conditions applicable to the Unvested Awards to which such Unvested Dividend Amounts relate.  Upon the forfeiture of an Unvested Award pursuant to the terms of this Agreement, all Unvested Dividend Amounts (including the amount of cash tax distributions previously paid pursuant to Section 6.02 of the Operating Agreement) allocated to the Member’s forfeited PIPR Units and any amounts that are held by the Designated Escrow Agent with respect to such Unvested Award, shall also be forfeited.  The Member’s PIPR Capital that has been forfeited, canceled or terminated shall be treated as provided in Section 4.03(c)(iv) of the Operating Agreement, as applicable.  From and after the Vesting Date, the rights of the Member to receive distributions with respect to any PIPR Unit shall be governed by the Operating Agreement, and the rights of the Member to receive distributions with respect to the Shares shall be the same as regular shareholders of the Company.

7.  Tax Distributions.

Tax distributions in respect of the PIPR Units shall be handled in the manner specified in Section 6.02 of the Operating Agreement.  Notwithstanding anything in Section 6.02 of the Operating Agreement, if the Member forfeits any Unvested Awards because the Member is not permitted to retire pursuant to Section 1(c)(ii) above and resigns prior to the Vesting Date or is terminated by the Company for Cause and if the Member is not entitled to a sufficient amount of distributions pursuant to Section 6.02 or Section 6.03 of the Operating Agreement, then, subject to the limitations set forth in Section 6.02 of the Operating Agreement, Lazard Group shall be permitted to require the Member to repay, and the Member agrees to repay and shall be obligated to repay, Lazard Group the amount of such advance not later than 30 days following such forfeiture.

 

8.  Section 83(b) Election.

The Member agrees that the Member will make a protective election to be taxed immediately on the value of the PIPR Interest on the Grant Date; provided that the Member shall

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have no liability to the Company if the Member fails to comply with this Section 8.  In order to do so, the Member must file an election with the Internal Revenue Service pursuant to Section 83(b) of the Code, and the applicable Treasury Regulations thereunder (a “Section 83(b) Election”) with respect to the PIPR Interest within 30 days following the Grant Date.  The Member further agrees that, in the event that the Member receives Restricted Shares pursuant to Section 4(b) of this Agreement, the Member will make a Section 83(b) Election with respect to such Restricted Shares within 30 days following the date the Member receives such Restricted Shares.  The Member will provide a copy of each such Section 83(b) Election to Lazard Group not later than ten (10) days after filing the election with the Internal Revenue Service or other governmental authority.

9.  Payment of Transfer Taxes, Fees and Other Expenses.

(a)  The Company agrees to pay, or to cause its applicable Affiliate to pay, any and all original issue taxes and stock transfer taxes that may be imposed on the delivery of any PIPR Units or Shares (including any Restricted Shares) pursuant to this Agreement, together with any and all other fees and expenses necessarily incurred by the Company or any of its Affiliates in connection therewith.  

(b)  If the Company, or its applicable Affiliate, pays any taxes (including any related interest, penalties or additions to tax) in respect of PIPR Units or Shares (including any Restricted Shares) on the Member’s behalf, (i) except if the Member is an “executive officer” (within the meaning of Rule 3b-7 under the Exchange Act), as may be required to comply with the Sarbanes-Oxley Act, if requested by Lazard Group, the Member agrees to reimburse and shall reimburse Lazard Group for such taxes within 30 days following the Company’s request or (ii) if such taxes are paid by Lazard Group, Lazard Group may treat any such taxes as an advance to the Member to be repaid by reducing the amount of distributions that would otherwise be made to the Member under this Agreement and the Operating Agreement; provided that the Member shall be treated as receiving such distributions, unreduced by this Section 9, for all other purposes of this Agreement and the Operating Agreement.  For the avoidance of doubt, all determinations of the Managing Members in accordance with Section 5.05 of the Operating Agreement, the Tax Representative and Lazard Group in accordance with Section 5.07 of the Operating Agreement shall be binding on the Member and any Transferee.

(c)  Except as otherwise provided in Section 9(a), Section 9(b) and Section 13, the Member shall be solely responsible for the payment of any taxes in respect of PIPR Units or Shares (including any Restricted Shares) (including any related interest, penalties or additions to tax) and shall hold the Company and its Affiliates and their respective directors, officers and employees harmless from any liability arising from the Member’s failure to comply with the foregoing provisions of this Section 9(c).  

10.  Termination of Unvested Awards; Adjustment Provisions.

(a)  The Committee shall have the right to terminate any Non-Equitized PIPR Units on the terms and subject to the conditions set forth in Section 4.03(c)(iv) of the Operating Agreement.  For purposes of Section 4.03(c)(iv) of the Operating Agreement, “replacement awards” for the terminated Non-Equitized PIPR Units shall constitute restricted stock units in

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respect of Shares (or acquirer shares) or Restricted Shares (or restricted stock of an acquirer) or any other stock or cash-based Award (as defined in the Plan), which in the case of replacement awards with respect to Unvested Awards would have the same remaining vesting conditions as the applicable Non-Equitized PIPR Units.

(b)  In the event of any extraordinary dividend or other extraordinary distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, rights offering, stock split, reverse stock split, split-up or spin-off or any other event that constitutes an “equity restructuring” within the meaning of Topic 718 in the FASB Accounting Standards Codification with respect to Shares, the Committee shall, in the manner determined appropriate or desirable by the Committee, adjust any outstanding PIPR Units.

11.  Effect of Agreement.

Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company or Lazard Group.  The invalidity or enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.  Nothing in this Agreement or the Plan shall confer upon the Member any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with the right of the Company or any such Affiliates to terminate the Member’s service at any time.  Until Shares are actually delivered to the Member upon exchange of Equitized PIPR Units for Shares, the Member shall not have any rights as a shareholder, except as specifically provided herein.  

12.  Laws Applicable to Construction; Consent to Jurisdiction.

(a)  Notwithstanding anything in the Operating Agreement to the contrary, this Agreement shall be governed by and construed in accordance with the laws of the State of New York (United States of America), without regard to principles of conflict of laws that could cause the application of the law of any jurisdiction other than the State of New York.  In addition to the terms and conditions set forth in this Agreement and the Restrictive Covenants, the Unvested Awards are subject to the terms and conditions of the Plan, which is hereby incorporated by reference, and the PIPR Units are subject to the Operating Agreement, which is hereby incorporated by reference.  By signing this Agreement, the Member agrees to and is bound by the Plan, the Operating Agreement and the Restrictive Covenants.

(b)  Notwithstanding anything in the Operating Agreement to the contrary, subject to the provisions of Section 12(c), any controversy or claim between the Member and the Company, Lazard Group or any of its or their Affiliates arising out of or relating to or concerning the provisions of this Agreement or the Plan shall be finally settled by arbitration in New York City before, and in accordance with the rules then obtaining of, the Financial Industry Regulatory Authority (“FINRA”) or, if FINRA declines to arbitrate the matter, the American Arbitration Association (the “AAA”) in accordance with the commercial arbitration rules of the AAA.

(c)  Notwithstanding the provisions of Section 12(b), and in addition to its right to submit any dispute or controversy to arbitration in accordance with Section 12(b), the Company or Lazard Group may submit any dispute or controversy hereunder to arbitration in accordance with

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Section 10.05 of the Operating Agreement or bring an action or special proceeding in a state or federal court of competent jurisdiction sitting in the City of New York, whether or not an arbitration proceeding has theretofore been or is ever initiated, for the purpose of temporarily, preliminarily, or permanently enforcing the provisions of the Restrictive Covenants, or to enforce an arbitration award, and, for the purposes of this Section 12(c), the Member (i) expressly consents to the application of Section 12(d) to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of the Restrictive Covenants or this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the General Counsel of the Company as the Member’s agent for service of process in connection with any such action or proceeding, who shall promptly advise the Member of any such service of process by notifying the Member at the last address on file in the Company’s records.

(d)  Notwithstanding anything in the Operating Agreement to the contrary, the Member, the Company and Lazard Group hereby irrevocably submit to the exclusive jurisdiction of any state or federal court located in the City of New York over any suit, action, or proceeding arising out of, relating to or in connection with this Agreement or the Plan that is not otherwise required to be arbitrated or resolved in accordance with the provisions of Section 12(b).  This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award.  The Member, the Company and Lazard Group acknowledge that the forum designated by this Section 12(d) has a reasonable relation to this Agreement, and to the Member’s relationship to the Company.  Notwithstanding the foregoing, nothing herein shall preclude the Company, Lazard Group or the Member from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of Section 12(a) or this Section 12(d).  The agreement of the Company, Lazard Group and the Member as to forum is independent of the law that may be applied in the action, and the Company, Lazard Group and the Member agree to such forum even if the forum may under applicable law choose to apply non-forum law.  The Member, the Company and Lazard Group hereby waive, to the fullest extent permitted by applicable law, any objection which the Member, the Company or Lazard Group now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in this Section 12(d).  The Member, the Company and Lazard Group undertake not to commence any action arising out of or relating to or in connection with this Agreement in any forum other than a forum described in this Section 12(d), or, to the extent applicable, Section 12(b).  The Member, the Company and Lazard Group agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court shall be conclusive and binding upon the Member, the Company and Lazard Group, as applicable.

13.  Section 409A of the Code.

It is intended that the PIPR Units shall comply with or shall be exempt from Section 409A of the Code.  In the event that it shall be determined that the PIPR Units are subject to and are not in compliance with Section 409A of the Code and any payment that is paid or payable in respect of the PIPR Units pursuant to this Agreement, the Plan or the Operating Agreement is subject to the additional tax described in Section 409A(a)(1)(B)(i)(II) of the Code (to the extent that the Member incurs the additional tax) or any penalties are incurred by the Member with respect to such additional tax or any premium interest tax under Section 409A of the Code (such

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tax, together with any such penalties and premium interest tax, are hereinafter collectively referred to as the “409A Tax”), then the Member shall be entitled to receive an additional payment (an “Indemnity Payment”) in an amount such that after payment by the Member of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and 409A Tax imposed upon the Indemnity Payment, the Member retains an amount of the Indemnity Payment equal to the 409A Tax imposed upon the payments.  All determinations required to be made under this Section 13, including whether and when a Indemnity Payment is required and the amount of such Indemnity Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Managing Members in accordance with Section 5.05 of the Operating Agreement.

Any Indemnity Payment, as determined pursuant to this Section 13, shall be paid by Lazard Group to the Member within 30 days of the receipt of the Managing Members’ determination; provided that, the Indemnity Payment shall in all events be paid no later than the end of the Member’s taxable year next following the Member’s taxable year in which the 409A Tax (and any income or other related taxes or interest or penalties thereon) on a payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim that does not result in the remittance of any federal, state, local and foreign income, excise, social security and other taxes, the calendar year in which the claim is finally settled or otherwise resolved.  Notwithstanding any other provision of this Section 13, Lazard Group may, in its sole discretion, following reasonable notice to the Member, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Member, all or any portion of any Indemnity Payment, and the Member hereby consents to such withholding.

For purposes of Section 409A of the Code, each installment payable to the Member pursuant to this Agreement shall be deemed to be a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii) or any successor thereto.  The provisions of Section 12 of the Plan are hereby incorporated by reference.

14.  Conflicts and Interpretation.

In the event of any conflict between the terms of the Operating Agreement, the Plan and/or this Agreement relating to PIPR Units, the agreements shall take precedence in the following order: (a) this Agreement, (b) the Operating Agreement and (c) the Plan; provided that Sections 7.03(b) and 10.02 of the Operating Agreement shall take precedence over the terms of this Agreement.  Except as expressly set forth in this Agreement with respect to PIPR Units, the Operating Agreement shall govern the Member’s rights and obligations with respect to Lazard Group under the Operating Agreement.  In the event of any ambiguity in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (i) interpret the Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Plan, and (iii) make all other determinations deemed necessary or advisable for the administration of the Plan.  

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15.  Amendment.

Except for the actions specifically described in Section 10 of this Agreement, any modification, amendment or waiver to this Agreement that shall materially impair the rights of the Member shall require an instrument in writing to be signed by the Member, the Company and Lazard Group, except such a modification, amendment or waiver made to cause the Plan, the Operating Agreement or this Agreement to comply with applicable law, tax rules, stock exchange rules or accounting rules and which is made to similarly situated service providers.  Any compensation or benefits that are provided to the Member in connection with any such amendment shall be taken into account for purposes of determining whether the Member’s rights would be materially impaired by such amendment.  The waiver by any of the Member, the Company or Lazard Group of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

16.  Headings.

The headings of paragraphs herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions of this Agreement.

17.  Counterparts.

This Agreement may be executed in counterparts, which together shall constitute one and the same original.

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IN WITNESS WHEREOF, as of the date first above written, each of the Company and Lazard Group has caused this Agreement to be executed on behalf of itself or its applicable Affiliate by a duly authorized officer and the Member has hereunto set the Member’s hand.

 

 

LAZARD LTD

 

By:

 

 

 

Name:

 

 

 

Title:

 

 

LAZARD GROUP LLC

 

By:

 

 

 

Name:

 

 

 

Title:

 

 

 

 

 

 

NAME

 

 

 

 

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Appendix A

Performance Criteria and Calculation

 

 

A-1

 

 

Appendix B

Restrictive Covenants

 

B-1

 

lzd-ex311_6.htm

 

EXHIBIT 31.1

I, Kenneth M. Jacobs, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 of Lazard Group LLC (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: April 29, 2019

 

/s/ Kenneth M. Jacobs

Kenneth M. Jacobs

Chairman and Chief Executive Officer

 

 

lzd-ex312_9.htm

 

EXHIBIT 31.2

I, Evan L. Russo, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 of Lazard Group LLC (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: April 29, 2019

 

/s/ Evan L. Russo

Evan L. Russo

Chief Financial Officer

 

 

lzd-ex321_8.htm

EXHIBIT 32.1

April 29, 2019

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Pursuant to 18 U.S.C. § 1350, the undersigned officer of Lazard Group LLC (the “Registrant”) hereby certifies that the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

/s/    Kenneth M. Jacobs

Kenneth M. Jacobs

Chairman and Chief Executive Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

lzd-ex322_7.htm

EXHIBIT 32.2

April 29, 2019

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Pursuant to 18 U.S.C. § 1350, the undersigned officer of Lazard Group LLC (the “Registrant”) hereby certifies that the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

/s/    Evan L. Russo

Evan L. Russo

Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.